Adventures with Space Granddad
by bwayfan25
Summary: A series of one-shots, missing scenes, and conversations between space granddad Twelve and his student/adopted granddaughter Bill because they deserved more time together. Some spoilers for series 10. Cross-listed on AO3.
1. Late Night

**Hello! Quick Author's Note:**

 **This is a series of one-shots featuring Twelve and Bill. I just rewatched all of New Who and was disappointed that I grew tired of Doctor Who after Eleven regenerated and didn't watch Twelve and Bill's series live. They had a great relationship and really deserved more time togther (in my opinion), so I figured I'd give them that time through stories. They're mostly missing scenes and conversations, but who knows. Maybe there will be more adventures later on.**

 **I'm aiming for them to be in chronological order of the series, but it's Doctor Who, so time is relative. There will be some spoilers for Series 10 though, and if you haven't watched it, I really recommend it. As I write this (in December 2018), it's on Amazon Prime. Check it out.**

 **This will be cross-listed on AO3 and _should_ update at the same time. I've only ever had stories on one or the other, so it might require a short adjustment period. **

**Anyways, thanks for reading and I hope you enjoy!**

* * *

Bill stood in front of the TARDIS, her hand raised to knock.

What if he wasn't here? What if he had locked it and gone off to do something else?

The box looked nearly navy in the shadows. The only light in the room was from the bright moon shining in through the windows. She shivered, both from her hesitation and also from the fact that she was in her pyjamas and bathrobe.

It was this chilliness that made her knuckles connect with wood.

Bill rapped gently on the door. As if it was waiting for her, the door opened just a crack. The light from inside illuminated her face.

She pushed it open and stepped inside. But whereas the TARDIS had opened silently the first time, pushing the door all the way open resulted in a loud creak.

"I TOLD you," a gruff Scottish voice snapped from the other side of the TARDIS console. "You are not allowed back in here until the morning."

Bill froze, eyes wide, as the Doctor rushed around the console towards the door. But as soon as he recognized his guest, his features immediately softened.

"Oh. Bill," he said, in a quieter, almost surprised tone. "Come in, come in."

He waved her in, but she didn't move. Instead, she continued to eye him suspiciously.

"You sure?" she asked slowly. "Because a second ago you definitely sounded like you wanted to be alone."

"Oh, no, no," he said, shaking his head. "That was just for Nardole. We're having a bit of a disagreement. He thinks he should have a bedroom in the TARDIS. I told him to get a flat. We've argued about it for a while. Should fade eventually."

"How long have you been at it?" Bill asked as she stepped in further.

"About four years."

"You've been rowing for four years?"

"Bill, I'm over two thousand years old," the Doctor sighed. "In my book, four years is barely fifteen minutes."

He picked up a strange looking machine from the console and began fiddling with it. By now, she knew better than to ask about it. Not necessarily because she stopped being curious, but because the longer she spent with him, the lengthier and more complicated the explanations seemed to get. And she definitely understood a lot more now than she did when she started, but that did not mean she understood _that_ much.

"Does the TARDIS have bedrooms?"

"Of course it has bedrooms," the Doctor said flatly. "One hundred and six at the last count."

"One hundred and six?" Bill nodded appreciatively. "You could rent it out. Like a really posh space hotel or something."

The Doctor continued to fiddle with his machine, but a look of something resembling impressed confusion definitely passed over his face and Bill was very certain that she heard him mumble "I never thought of that" under his breath.

"Now," the Doctor began, holding the machine up to eye level to squint at it. "I'm not entirely sure about human sleep patterns, but aren't you supposed to be asleep right now?"

Bill pulled her robe tighter around her and shrugged. He lifted his gaze from the gadget to look at her.

"What's wrong?"

"It's just…" Bill sighed and shook her head. "It's just silly. It's nothing."

He lowered the gadget to give her his full attention. His expression was still one of intense focus, but the shift in topic had shifted it closer to concern.

"What's wrong with silly?"

Bill was a bit taken aback by this statement. But it was clear that he was not going to let her get away with not telling him.

"It's just… I've moved back in with Moira, right? And I'm back in my old room that I've been in for years and years, but…" Bill let out another sigh. "But now whenever it creaks or whatever, whenever it settles, I can't help but see Shireen getting sucked into the floor or Pavel disappearing into the wall. And then I can't sleep."

The Doctor let out a small hum, an acknowledgment that he had heard her. He seemed to be thinking, which only served to make her feel small.

"You can sleep in your room here," the Doctor offered. "I can make sure the TARDIS doesn't creak."

"I have… a bedroom? Here?"

"Of course," he answered with a shrug, as if it was the most obvious thing in the universe. "Good for long journeys. And, well, times when we don't quite get us where we're supposed to be."

Bill's eyes narrowed.

"How come I get a bedroom and Nardole doesn't?"

"Because," the Doctor said. "You aren't annoying me today."

"Or for the past four years."

"Yes or for the past four years," the Doctor acknowledged. "Second left, third right, then down the stairs, up the stairs - that's a different set of stairs- and then either the first or second door down the hall. Just check them all. You'll find yours."

The Doctor's attention returned to his task at hand.

He pulled his screwdriver out of his pocket and pointed it at the contraption in his hand. It sparked for a moment and then the faint light emitting from it promptly went out.

"Well, that's not supposed to happen," he muttered before turning his attention back to Bill. "You. Off to bed. I'll make sure the TARDIS is nice.'

"Yes, sir," Bill replied, pretending to salute.

She could hear him murmuring to the console as she made her way up the stairs. But as she reached the top, something held her back from continuing on down the hall.

She spun on her heel, her hands gripping the rails.

"Doctor?"

"Mmm?"

"Why are there one hundred and six bedrooms if there's only like one or two people who ever travel with you? And like… you, who never seems to sleep?"

The sound of the screwdriver in the Doctor's hand, which had again been pointing at the strange gadget in an effort to get it to work, ceased. His back was to her, but she could still tell that the question was a bit heavier than she had meant it.

"Uh, well…" he began, trying to brighten his tone as he turned towards her. "They're… decommissioned."

"What, the bedrooms?"

"Yes, the bedrooms," the Doctor confirmed. "They're from my friends. Who used to travel with me. When they leave, however they leave… I keep their rooms. Just how they left them. In… honour of them."

Bill nodded.

"I see. I just wondered," she said quietly. "Uh… goodnight."

The Doctor immediately became more chipper, though his smile did seem forced.

"Yes, yes. Goodnight," he bade her, before adding, "Oh, and if you get lost, just ask the TARDIS to help you."

"Right. I'll… definitely do that. Goodnight, Doctor."

"Goodnight, Bill."

* * *

Bill stumbled out of the TARDIS, half-dressed in things she grabbed out of the wardrobe in her rush out.

She had slept for far too long and was most definitely going to be late for her morning shift. But, as would make more sense later on when she wasn't in such a state, there were no clocks on the TARDIS.

The Doctor was sitting at his desk, his feet propped up as he continued to mess with his machine. He hadn't seemed to have made much headway with it. In fact, it looked as if he had broken it more, as it was now emitting a high-pitched squeal amidst puffs of smoke.

"I'm so late," she groaned, tugging her shoe on while simultaneously pulling a jumper over her head. "Oi. You."

The Doctor started at the sound which caused him to drop the gadget. It crashed to the floor and broke into several pieces. But instead of immediately attendng to the pieces, he whipped off his sunglasses to look at Bill.

"What did I do?"

"You didn't wake me up. I'm going to be so _late,_ " Bill demanded as she tugged her other shoe on. "What time is it?"

"6:17 am, Greenwich Standard Time," he answered automatically. "Give or take two minutes."

Bill stopped, mouth agape, and straightened up.

"6:17. In the morning."

"Yes?"

"How can it only be 6:17 in the morning?" she asked, approaching his desk. "I slept for like twelve hours. How can it only be 6:17 in the morning?"

"You fell asleep in a time machine," the Doctor said slowly, still a bit stunned by her sudden (and loud) appearance. "Time doesn't work the same way in the TARDIS that it does out here. Toast?"

He held up a plate of buttered toast towards her. But she just stared.

"So… I slept for a ridiculously long time and… I'm not late for work?"

"Unless you're supposed to start work at 6:00 am, in which case you're very late."

Bill let out a sigh of relief. Her shift didn't start until 7:00 am and she was already dressed (well, mostly dressed) and at the University.

She took a seat in her normal chair across from the Doctor.

"Sorry," she said with a breathy chuckle. "I got a bit scared. Don't want to lose my job."

"Course. So, I take it you slept well?"

"Really well," Bill said, nodding. "Like I haven't slept in years. How did it… I mean, when you said to find my room, I thought you were telling me to go find an empty room to claim as my own. But I actually found _my_ room. Like the one I grew up in."

"The TARDIS is slightly telepathic and it's stronger the farther in you go," the Doctor explained. He bent over from his chair and began sweeping the broken machine pieces into a pile. "It's programmed to create a room where you will feel most comfortable."

Bill couldn't help but smile. She knew learning something like that the TARDIS could basically read her memories should freak her out, but it did very much the opposite. Like it was taking care of her. Or, perhaps, its owner was.

"Did you… move it back in time or does it really not work the same way?" she asked before she could help herself.

The Doctor's eyebrows rose, but he said nothing. Perhaps he thought she knew, or perhaps he was letting her come to her own conclusions.

"Why are you being so nice to me?" she wondered aloud. "Letting me sleep in the TARDIS, making sure I'm not late, making me toast. Why?"

The Doctor shrugged, doing his best to seem nonchalant.

"It's just part of the deal. I teach you. You travel with me. I take care of you."

"But I'm a grown up," Bill stated, challenging him slightly. "I can take care of myself."

"Of course you can."

"So, why do it then? Why go to the trouble?"

"Well," the Doctor paused, considering. "I have a duty of care."

"A duty of what?" Bill asked, unable to prevent herself from chuckling.

"A duty of care," the Doctor repeated.

He was completely serious, which sobered Bill up at once.

"This friend of mine once," he continued. "She was a teacher I think. I don't really remember much about her. But I think, yes, I think she was a teacher. And she said that she had a 'duty of care' to protect her students. And I think have a duty of care to protect mine. From aliens or robots or running late in the morning."

The Doctor sat back at his chair.

This woman, Bill figured, was whoever, or _whatever_ , the reason was that she was still sitting here in front of the Doctor. The reason she had traveled to another planet and back in time. The reason she still remembered Heather.

Whoever that woman was, Bill wished she could thank her. But as she couldn't, at least there was someone else she could thank.

"Thank you, Doctor," she said with a smile. "For your… duty of care, or whatever."

He waved a hand as if to say "it was nothing", but the way his eyes lit up a bit when she took a piece of toast from the plate as she got up to leave let her know that it clearly wasn't nothing at all.


	2. Tutoring

"And so, we're having drinks, right? And then she asks me what I'm studying, and I totally blanked. Like, _totally_ blanked. That's when it hit me. I have absolutely no clue."

The Doctor was seated at his desk across from Bill as she recounted the tale of her previous evening. He noted the confusion evident on her face but was oblivious to the underlying pleading.

"What do you even teach? Like, what subject is the course _actually_ supposed to be in?" she asked, wishing she hadn't accidentally tossed away the syllabus at the start of term.

The Doctor considered for a moment. His hands were clasped and resting against his chin.

"Linguistics."

Bill narrowed her eyes, not believing him.

"Seriously?"

"How should I know?"

The answer earned him an eye roll.

"I mean, like… what course is it listed as on the syllabus? What did you write?" Bill clarified. "I mean you had to put something."

The Doctor seemed to consider for another moment.

"I didn't write the syllabus."

The sound of knocking drowned out Bill's small huff. He rose, pushing piles of marking together in some sort of effort to tidy up his desk before making his way towards the door.

"I guess I'm studying space. Can I say that?" Bill thought aloud. "Can I say I study space? I mean, I guess I could say I study astronomy."

"Astronomy is the study of space. I'm teaching you about the entire Universe."

Bill paused.

"What's the difference?"

The Doctor had had his hand on the door handle, ready to pull, but the question made him spin on his heel.

"'What's the difference?' That's it. No more trips in the TARDIS until you write 5,000 words on the difference between space and the Universe," he snapped, before turning back to the door.

He yanked it open, but not before muttering "species who've yet to invent interstellar travel are so frustrating".

Outside the door was a young woman the Doctor vaguely remembered seeing in his lectures.

"What do you want?"

"Uh, hello, sir," she greeted tentatively. "I'm here for… office hours?"

The Doctor frowned.

"I don't have office hours."

The young woman looked confused. She glanced down to the phone in her hand, before holding it up to point at  
screen.

"It says right here on the syllabus. Office hours on Mondays from 1.00 pm to 4.00 pm in the afternoon."

"No, that's not right," the Doctor said, shaking his head.

"But you just wrote it at the beginning of term…"

"No, I wrote it in 1983."

The young woman raised a confused eyebrow, but her need to speak with the professor outweighed the pressure of her many, _many_ questions.

She opened her mouth to speak but was distracted by the presence of Bill sitting in front of the Doctor's desk.

"Oh. I see," she said, her tone suddenly dripping with derision. " _She's_ here."

The Doctor didn't understand the sudden change of attitude. He turned to look back at Bill for a moment before looking back to the young woman, confused.

"Yes. So?

"Sir, some of other students and I have noticed that you spend a lot of time tutoring her and you never have any time for the rest of us," the young woman explained. She's not even a student  
here."

"Yes, she is."

"She works in the canteen."

" _She_ can hear you," Bill said indignantly from across the room.

There was not even the smallest flash of remorse across woman's face. Not that Bill would have noticed if there was, as both she and the visitor were watching the Doctor closely for his  
comment.

"Of course, she gets more time," he stated simply after a moment's pause. "She's family."

The woman's brow furrowed slightly.

"She's… family?"

"Yes. She's my granddaughter," the Doctor stated, waving a hand in Bill's direction. "Can't you see the family resemblance?"

Whether or not the woman saw any resemblance or not, she didn't say.

"Oh. Sorry," she muttered before raising her voice and looking at Bill. "Sorry."

Bill nodded, but her expression didn't change.

"But please sir," the student said, turning her attention back to the Doctor. "Please. We have questions and we need time to come ask you."

The Doctor was ready to close the door in the student's face, but he couldn't bring himself to. Instead, he rolled his eyes.

"Fine. 11.00 to 3.00 on Thursday."

The young woman sighed in relief and gave him a small smile.

"Thank you, sir."

"I should say, that's 11.00 pm to 3.00 am."

"...Sir?"

"I'll be awake."

For a moment, it seemed as if the student was content to take what she could get. But she pulled herself up to full height and looked him in the eye.

"Please, sir."

"Fine," the Doctor conceded with the air of someone who really couldn't be bothered. "2.00 to 5.00 pm Friday. And you better be on time. I'm very particular about time."

The young woman lit up. She nodded, thanking him profusely before turning on her heel to leave, her mission  
accomplished.

The Doctor shut the door behind her. He leaned against it for a moment, muttering something unintelligible under his breath before turning back to Bill. She was waiting, an eyebrow  
raised in his direction.

"Sorry about that," he mumbled.

He started back to his desk, keenly aware of Bill's eyes on him. As he took his seat, he finally met her gaze.

"So," she said with a smirk. "I'm your granddaughter now, am I?"

"It's just a thing I've told people," he said, not looking at her. "She's not the first who has noticed I spend a lot of time with you. You told your friends that I was your grandfather and they bought it, so I've been telling others that too."

Bill's smirk grew the longer he avoided eye contact.

"Though, I don't know why they believe it," he continued "As I don't think I'm old enough be your grandfather."

"You told me you're like 2,000 years old."

"I mean I don't _look_ old enough."

Bill's eyes narrowed.

"See, every time you say that, I can't tell if you're trying to take the mick or not."

"If you don't want me to call you my granddaughter, I won't," the Doctor shrugged. "It's up to you."

Had she not suspected differently, the way he discussed the matter would have led her to believe he really didn't care about it that much. But there was a slight nervousness to him that indicated he cared more than he let on.

Bill smiled.

"No. I like it," she said happily. "You're like my... space grandad."

The Doctor's shoulders drooped as he sighed. He leaned forwards, his elbows on his desk, and ran his hands over his face. For a moment, Bill was sure he had changed his mind about the whole thing.

"I told you," he mumbled, pulling his hands away from his face. "I'm not from space. I'm from a planet."

"Yeah," Bill chuckled. "But not this one."

The Doctor acknowledged this with a small tilt of his head. Then he leaned back and kicked his feet up on the desk, observing her.

"Where were we?" The Doctor thought aloud. "Oh right. Ten thousand words on the difference between space and the Universe."

"Ten thousand?" Bill asked, taken aback. "It was just five…"

"Yes, and now it's ten," the Doctor informed her.

He waited for her to push back against this with a raised eyebrow and was amused when her look of shock transformed into a smirk.

"Mmmm, I don't think you can do that, Granddad."

"Oh, I see," the Doctor smiled. "So, you think being my granddaughter means I'm going to _easier_  
on you? No, no. It means I'm going to go _much_ harder on you."

"You're already requiring me to get nothing less than a first," Bill pointed out. "How much harder can you push me?"

The Doctor shrugged, a smug smile on his face.

"I guess we'll just have to find out, won't we?"

"You better be careful," Bill warned playfully. "Or I'll tell Gran."

As soon as the words left her mouth, she knew she had said something wrong.

The Doctor's face fell almost immediately. His eyes snapped to the photo of a curly-haired blonde woman that sat on his desk. Bill didn't know who this woman nor the young woman in a  
striped shirt in a black-and-white photo opposite were but given that the Doctor had never brought them up, she had the feeling that the subject was off-limits.

"Sorry," she apologized quietly. "I shouldn't have… Is that- That's a sensitive topic, right? I shouldn't have said anything. Sorry."

The Doctor said nothing. He just stared at the photo for a moment.

But then he gave a half-smile and turned back to Bill. There was still sadness in his eyes.

"No, no," he said, shaking his head. "I was… I was just imagining what she would have said if someone ever called her 'Gran'. She'd probably shoot them. Well, no. She'd be find with whoever said it, but she'd shoot me for letting them call her that."

He gave the photo one more sad and longing glance.

"So," he said, clapping as he changed the subject. "Ten thousand words. Difference between space and the Universe."

"How about instead I go get us coffee and nick some chips from the canteen?"

"That'll do…" the Doctor said after a moment to consider her proposition. "...To reduce it back down to five thousand words."

Bill rolled her eyes but slung her bag over her shoulder and stood up nonetheless.

"Oh my God," she muttered under her breath as she turned for the door.

"Be careful young lady," the Doctor smirked. "Or I'll ground you."

"I'm grounded as long as you are," she called over her shoulder.

"That's it. Fifteen thousand. On my desk by tomorrow."

The Doctor enjoyed the sound of Bill's grumblings as she left his office. He considered shouting "extra foam or it's twenty" but thought better of it.

As silence fell again, he looked at the photograph of Susan on his desk.

It had been so long since he had seen her. His first companion, his granddaughter, who had left him long ago. He told himself that it was the Time War that had made him lose track of her, but  
if he was honest with himself, he had lost her long before that.

"Don't worry. I'm not replacing you," he said to the photo in a low murmur. "No one could replace you."

He looked back at the door. The grumblings had disappeared as Bill had stormed down the hall, but he could only imagine they would return in force when she returned. Especially if he  
continued to joke about lengthening her essay (which made him want to all the  
more).

"She could never replace you, Susan," he said quietly, his attention still on the door. He grinned. "But she's still pretty damn good, eh?"


	3. A Day Out

**Okay. So. This chapter is waaaaay longer than any of the rest of them and could probably be its own standalone AU, but I'm gonna put it here anyways. It's a little different in tone than the rest of them, but I still think it's good. I'll be interested to hear what you think.**

 **Enjoy!**

* * *

Bill knocked on the door to the Doctor's office.

It had been several days since she had seen him, and she was starting to get a little anxious about it. Typically, if she went any longer than a day without either checking in or checking _on_ , he would send Nardole out to make sure she was okay.

For someone who gave off a grumpy "I-don't-care-about-anything" demeanor, he was pretty overprotective.

There was no answer, so she knocked again.

Still nothing,

She turned the handle and stepped inside the office.

The Doctor was at his desk, his head buried in his arms. Had Bill known the Doctor to sleep, she would have thought he was napping. But as she stepped closer, she could see headphone wires connecting him to the open laptop next to him.

She knocked once more, this time on the desk.

Immediately, the Doctor sat up. He grimaced as the headphones were yanked from his ears. His sonic sunglasses fell off and onto the desk in front of him.

"Whoever you are, how dare you come into my office without permission. I'll have you thrown out of this sch-"

"Doctor, it's me," she said quickly. "Bill."

She was a bit hurt that his face didn't soften the way it usually did when she came in.

"Bill. Right," he grumbled. "What are you doing here? It's… It's Saturday, isn't it? No tutoring today."

"Yeah. I know," Bill replied. "I'm not here for tutoring. I'm here to fetch you. We're going on a trip."

"You know the rules," the Doctor snapped, his hand tentatively feeling the desk for his glasses. "I have to be here to guard the Vault. No leaving Earth. No more TARDIS trips. No more."

"I didn't mean in the TARDIS. I borrowed my mate Shireen's car for the day so we could, you know, get out of town," Bill explained. "And they're about a foot in front of you. Straight ahead."

The Doctor said nothing to the offer nor the assistance, but did shift directions. He located his glasses and slid them back onto his nose.

"I'm not much in the mood for traveling."

"Well, I am," Bill insisted. "Come on. It'll be fun. Just you and me getting off campus. And we'll leave Nardole here. No doubt he's been bothering you lately."

"No more than usual," the Doctor muttered.

Bill took a seat in her usual chair across from the Doctor's desk. She watched him for a moment. His chin was in his hand, his face pointing just past her left elbow.

"What were you listening to?"

"Essays," the Doctor said bitterly. "Marking. It's terrible. It's like can _hear_ the spelling errors, but I can't correct them. It's almost worse than reading them."

Bill chuckled. The Doctor did not, but Bill was pleased to see his face soften at least a little at his own sarcasm.

She leaned forward and set her hand gently atop his hand on the desk. He flinched at the unexpected touch, but didn't pull his hand away.

"Please, Doctor," Bill said quietly. "I think a bit of traveling is exactly what you need right now. Traveling that doesn't involve the possibility of any injury or death."

"I'd avoid certain parts of Scotland then," the Doctor muttered. "America too."

Bill smiled and squeezed his hand. He sighed and squeezed it back.

* * *

They made their way from the office down to where Bill had parked the car nearby.

Whatever the Doctor had done to his sonic sunglasses to help him get around seemed to work, but it wasn't quite enough. Bill noticed a certain hesitance in his steps, especially when students crossed their path. As if he knew they were there but couldn't tell how far they were from him.

"It's just ahead," Bill said as they got close. "About twenty feet."

The Doctor nodded. He didn't have the same hesitation in finding the car as he did crossing the campus, but he did still feel for the handle.

Once they were both settled into their seats, Bill shifted into gear and backed out of the lot.

"Bill?"

"Yeah?"

"Where exactly is it we're going?"

"Uh… Cardiff."

"Cardiff?" the Doctor said with something like disgust in his voice. "Why on Earth are we going to Cardiff?"

"Because I've never been and I wanted to go," Bill explained. She shrugged. "I figured it could be fun. What have you got against Cardiff?"

"It's too… Welsh."

Bill rolled her eyes. The light ahead turned red and once they were stopped, she took the opportunity to plug her phone into the speakers.

"I figured you probably didn't want to talk the entire time," Bill explained as she tapped the screen to shuffle the Spotify playlist she had pulled up. "So, I made sure to have some music to listen to."

Acoustic guitar music began playing from the car radio. Out of the corner of her eye, Bill could see the Doctor stiffen as he listened to the track.

Then, to her surprise, he scoffed.

"What?" Bill asked. "You don't like Bowie?"

"No. I didn't- I just… I just told him not to use this take, but he didn't listen, did he?"

It took all of Bill's willpower not to turn and stare at him, mouth agape.

"You mean…" she said slowly. "You knew David Bowie?"

"Of course I do," the Doctor replied. "He's on my pub trivia team."

Bill blinked.

"I told him not to use this take because I thought I was out of tune. Didn't think it sounded good," the Doctor continued. He motioning slightly in the direction of the radio where "Starman" warbled from the speakers. "But he insisted this was the version he wanted to use."

"So," Bill narrowed her eyes. "Not only did you _know_ David Bowie, but you _played_ with David Bowie."

"Yes," the Doctor confirmed.

"No," Bill said, shaking her head. "No. I think you're lying."

"Bill, who do you think the 'Starman' is? _There's a starman waiting in the sky/ He'd like to come and meet us/ But he thinks he'd blow our minds,_ " the Doctor sang along with the song before his face broke out into a large grin. "Do I not blow your mind?"

Bill mouthed wordlessly for a moment.

"O-Okay," she admitted as she followed a sign towards the M32. "So, you knew David Bowie. Any other world-changing musicians you're friends with that I should know about?"

There was silence for a moment as the Doctor considered this.

"Have you ever heard of the Beatles?"

Despite his initial criticism, the Doctor seemed to really enjoy the playlist. More than once, Bill noticed his hands raised as if he was strumming his guitar along to the music.

"This is a really good playlist," he said about halfway into their drive. "But this isn't your usual taste in music. Did you make this for me?"

"Uh… No," Bill replied. "Just found it on Spotify."

"Hmm. What's it called?"

"Dunno," Bill shrugged. "I'll have to look when we stop."

This was a lie.

She had not just found the playlist on Spotify. It was a carefully selected mix of mostly 60s, 70s, and 80s classic rock, with an emphasis on British bands and songs that featured a lot of electric guitar. And Bill knew exactly what the playlist was called because she had named it just for him: the Space Granddad playlist.

Whether or not he knew she was lying, he didn't say anything else. He just continued to listen, enjoying even some of the more (comparatively) recent songs on the playlist like The Killers' "Mr. Brightside" _._

During Fleetwood Mac's "Landslide" (which Bill always considered in her head as _Stevie Nicks' "_ Landslide"), the Doctor's head turned in her direction.

"Are you singing?"

"What?" she asked, caught off guard. "Uh, no. I wasn't. Why?"

"I heard sort of an echo," he explained. "It sounded like it was coming from you. Was it singing?"

"Yes," Bill admitted, glad he could not see the color rising in her cheeks. "I'll stop."

"No, no. It was fine. Sounded on tune. Just couldn't hear you," the Doctor said quickly, before adding, "you should singer louder."

"I don't really sing out loud," Bill muttered. "Not even in the shower."

"But you should. One should always sing out loud. Especially in the shower or in the car."

"So is that what you do then?" Bill asked, amused. "When you're alone in the TARDIS? Sing?"

The Doctor inhaled deeply, shrugging.

"Sometimes. She has to be in the mood," he sighed. "But she prefers showtunes and I do not like showtunes. Except for _Hamilton_. I like _Hamilton_. I even told him that, the last time I saw him. I told him 'Alex, they wrote a musical about you. In the future'."

"Yeah? And what did he say to that?"

"'What's a musical?'? The Doctor answered, smirking. "Couldn't answer him though because there was a lizard. A very large, humanoid lizard that we were running from. Put a damper on the conversation."

Bill laughed at the image of Alexander Hamilton (who definitely looked like Lin-Manuel Miranda in her mind) running from some kind of humanoid lizard with the Doctor by his side.

"Oh!"

The Doctor sat up straighter in his seat.

"What? What is it?"

"Oh… oh, nothing," she reassured. "I can just see it. Cardiff. In the distance. We're nearly there."

The Doctor grumbled something under his breath that sounded vaguely like a description of a man. Bill distinctly heard "long coat" and "cleft chin" and something like "turn around and walk in the other direction".

She felt it best not to ask any questions about that.

They drove for a little while longer before Bill found a good place to park not far from some shops in downtown Cardiff.

"Doctor?"

"Hmm?"

He stopped, his hand on the door as he felt for the handle.

"I have to admit something," Bill said, avoiding eye contact even though he couldn't see her. "I _did_ have ulterior motives behind this trip."

"I knew it," the Doctor muttered, slumping back against the seat. "No one goes to Cardiff for fun."

"No, that's not-" Bill stopped herself. She sighed. "I still do want to see Cardiff, and I want to spend the day with you, but this trip is also supposed to be an opportunity for you to practice."

"Practice what?"

"To practice being blind."

The Doctor heaved a heavy sigh. His hand rose to his forehead and he rubbed it back and forth, shaking his head.

"Bill, I told you. It's only temp-"

"I know what you said," she said, cutting him off. "You said that when we were on the space station. You said you'd fix it when we got to the TARDIS, but whatever that was didn't work, right? And I know you've said that you could probably fix it if you regenerated, but doesn't that mean you'd change? Isn't that what you said regeneration does?"

The Doctor did not reply but his silence was enough of an answer.

"I get why you wouldn't want to practice near campus. Questions and running into people and stuff," Bill continued. "But we're far away from campus now and there's a very low chance we're going to run into anyone we know. So just… humor me, okay? One day. Pretend it's not going away, or at least not any time soon. And just… practice."

Bill sighed and relaxed back against the seat of the car.

The Doctor said nothing. His face was completely blank, which Bill suspected was intentional.

"Fine," he sighed after a good five minutes of silence. "If it's that important to you."

They climbed out of the car, but as soon as they did, the Doctor cleared his throat. Bill turned to see him with a small almost triumphant smirk on his face.

"I just realized," he said, trying (and failing) not to sound smug. "I don't even have the stick to use."

"Right front pocket."

The Doctor's brow furrowed. He slipped his hand into his pocket.

"How- how did you know it was there?"

"Because that's where I told Nardole to put it," Bill said with a smile.

"But how did you know I was going to wear this coat? You couldn't have known-"

"You've got a pattern," Bill explained. She went around the car until she was next to him. "You wear your coats in a certain cycle, usually for about three days. That one was next in line."

"I… I didn't know I did that," he said quietly, unmistakably impressed with her perceptiveness of something he had never noticed.

Anyone who happened to be watching as the Doctor put his hand farther into is pocket and pulled out a long, straight white cane from his pocket would have been sure they were witnessing some sort of magic trick (and not just because of the illusion).

"I know I've seen you do that stuff before," Bill grinned. "But I don't think I'm ever going to get tired of the whole 'bigger-on-the-inside' thing."

The Doctor hummed his acknowledgement as he set the cane down against the ground.

"You know," he muttered as he fiddled with the handle. "With the sunglasses on, I don't need this."

"Ooookay…" Bill said, lengthening the vowel as she thought of what to say next. "Then…. Take the glasses off."

"Why would I do that?"

"You might not always have them," Bill said with a shrug. "They could break or get lost or you could be kidnapped and they're forcibly taken from you. So, you should be able to get around without them."

The Doctor said nothing, but it was clear by his frown that she had had a good point. But just as she was ready to sigh and move on, she was struck with an idea.

"Think of it as a challenge," she said slowly, her growing grin evident in her voice. "You're always down for a challenge, right? You _love_ being better than everyone else at stuff. It's kind of your MO. "

"A… challenge?" the Doctor repeated. He raised an eyebrow, his curiosity piqued. "Who… who would I be challenging?"

"I dunno. Yourself? Time? Your past selves or… your future selves?" Bill suggested. "You said you've had like a dozen faces, right? And I bet they're all really good at being, well, the Doctor. But how many of them can be the Doctor while blind?

"Like you saved us and yourself and the others on the space station without being able to see. So, just keep building on that. Get better at being blind, so you can still save the world and your friends and yourself. Glasses or no glasses."

His eyebrows rose as he considered her offer. He still had yet to give her an answer, but Bill had a feeling she knew what she was thinking.

"Plus, you really don't know how long this is going to last. And I since can't really convince you to learn this stuff to like… _survive_ ," Bill continued as an aside. "I'll take whatever gets you motivated."

The Doctor didn't seem to hear this (or perhaps chose to ignore her). But, nevertheless, he straightened up and redoubled his grip on the cane. Right as Bill opened her mouth to speak, he raised his hand towards the glasses.

For a moment, it seemed like he was going to take them off, but his hand hesitated midair. It hung for a moment and then dropped.

"Actually, I'm going to keep them on for now," he said, more to himself than to her. "Just until I get used to it."

Bill smiled and gently touched the back of his right arm to let him know where she was. He flinched slightly, but allowed her to loop her elbow into his.

"Where are we going first?"

"Well, I'm starving, so, I say we start with lunch," Bill stated. She scanned the shops around them. "There's a café that looks pretty good. About forty-five degrees to our right then about forty metres ahead."

The Doctor paused for a moment, orienting himself, and then allowed her to lead them in the direction of the café.

"What am I supposed to do with this?" the Doctor asked, holding up the cane. "What do I do with it?"

"Well, according to a bunch of stuff I read on the internet and watched on YouTube," Bill began. "You can either tap it back and forth or slide it. Whichever feels more comfortable to you. More natural, I guess."

The Doctor had to bit his tongue to stop himself from saying that neither felt natural to him. Though this was not what he wanted to be doing, nor did he necessarily feel that it was important, Bill clearly cared that he do it. As they walked towards the café, he considered whether or not any of his other companions would have insisted on this or if it was just Bill.

He concluded that many would have fussed and worried over him the way he had been trying to avoid, but that some would have done what Bill was doing. Yet, even as he thought about those companions and friends who would have cared more than worried, Bill's level of care and foresight still stood out.

It was times like this where he almost forgot they had only met last year and he wasn't actually her grandfather.

"There's a slight step up to go in," Bill said in a low voice as they reached the door to the café.

The Doctor found it with his cane and, though he still wasn't _quite_ ready to admit it to Bill, he wouldn't have seen it noticed it through the sunglasses.

"Good afternoon," a young white man with curly blonde hair greeted as they stepped forward to the host's stand. "How many?"

"Two please," Bill replied brightly.

"This way," he directed.

Bill led them both forward into the café. The waiter seated them at a table on the far side of the room. The smell of something being sauteed in oil and garlic made Bill's mouth water.

"Our special today are the turkey sandwich on ciabatta with our housemade red pepper aioli," the waiter said, his tone rehearsed. "And the soup of the day is broccoli and cheddar. Uh, sir… is there a problem with your menu?"

The Doctor had been running a finger around the edges of the menu, focusing on the shape and textures. Upon the young man's statement, he cleared his throat.

"Uh, yes," the Doctor nodded. "I can't see it."

It took the waiter a moment to connect the statement with the cane, now resting against a nearby wall, but as soon as he did so, the color drained from his face.

"Oh my God. I'm so sorry, sir. Let me- just give me a moment."

The young man excused himself and practically ran back to the host's stand. He stumbled back to their table a second later and set a Braille menu on the table in front of the Doctor.

"I'm so sorry, sir," he apologized. "Please let me know if you need me to, uh, read anything out for you or-"

"I can't exactly tell you that until I've had the chance to read it myself, can I?"

"Yes, sir. Sorry, sir."

The waiter muttered a few more apologies and excused himself again, seemingly to take a moment and stop himself from freaking out.

Bill chuckled slightly.

"Did you enjoy that?" she asked quietly, smirking. "He looked almost as if he was going to piss himself."

The Doctor smirked in reply. His hand slid forward to locate the menu. As he started sliding his fingers over it, Bill raised an eyebrow.

"Can you read that? Because like ten minutes ago, you wouldn't even admit you couldn't see out loud."

"I learned," he muttered. "Just in case."

"When?"

"Last night."

Bill rested her chin in her hand.

"You learned an entire language in one night?" she asked, her eyes narrowed slightly in disbelief.

"Sure," the Doctor shrugged. "Would have done faster if Nardole hadn't been distracting me."

"What was he doing?"

"He was there."

Bill rolled her eyes and picked up her own menu. As she began to scan the items listed, she could see the Doctor remove his sunglasses and slide them into his coat pocket.

As his fingers moved across the raised letters, his typical frown was supplemented with a scoff.

"What's wrong?"

"The menu is spelled wrong."

"You sure you're not just reading it wrong?" she asked, peering at him over her own menu. "I mean you did say you just learned how to read it last night."

"I'm not reading it wrong," he hissed. "It's spelled wrong. It says 'legs' instead of 'eggs'. I mean, why would a restaurant sell chicken _legs_? It's just wr- wait."

Bill let out a peal of laughter as the Doctor cursed under his breath.

"I think we need to work on your reading comprehension," Bull chuckled.

"Shut up," he muttered.

They managed to order their lunch without further issues from either of their menus. Once the waiter had taken their orders and disappeared into the kitchen to deliver them, the Doctor and Bill sat in silence.

Bill's fingers tapped against the table as she looked around the small café. She inhaled sharply, which immediately made the Doctor sit up straighter, ears listening intently for any danger.

"What? What's wrong?"

"Huh?" Bill said as she turned back to him, frowning. "Nothing's wrong. It's just… there's a really pretty woman over there. That's all."

The Doctor nodded and relaxed back against his seat.

"Describe her."

"Just… Uh, well, she's white. Has blonde, curly hair-"

"Does she look like she could kill and/or seduce anyone in this room?"

Bill snorted.

"No? She looks like a mum. Why? Do you know someone like that?" Bill asked, intrigued. "Because I'll be honest, whoever that is sounds pretty cool."

"You'd've liked the wife."

Bill tensed at the word "wife".

She knew the Doctor had been married. He still wore a wedding ring on his left hand and Nardole had made comments that indicated this. But, aside from the random comment here or there, the Doctor himself had never brought it up on his own.

"That's the photo on your desk, right?" Bill asked before she could stop herself. "The pretty blonde lady? With the, oh I get it, the really curly hair?"

There was silence for a moment.

"Yes. That's her."

"What was her name?"

Again, the Doctor took a moment before answering.

"River."

Bill nodded, wondering how far she could take this conversation. The Doctor was now tapping his fingers against the table, but his face was blank. She had no idea what he was thinking.

"She… she died, yeah?" Bill asked hesitantly. "That's- that's why you don't talk about her?"

The Doctor stopped tapping the table. His hand squeezed into a fist for a moment, before he set his elbow on the table and rested his chin in his hand. The action made it so his face was turned away from her. Bill couldn't tell if he knew that or not, but either way it made him even harder to read.

"Yes," he said finally. "She died a long time ago."

"Ah. Gotcha."

Bill resigned herself to the fact that this was the end of this particular conversation, but that was okay. She'd learned what she felt she needed to, and she figured that if her own wife had died and she didn't ever bring it up, she wouldn't want to be pushed into talking either. And the Doctor certainly wasn't continuing the discussion.

He remained silent until their food came out and continued not to say anything until Bill had paid for their food, handed him the cane, and had taken his arm once again.

She led him out of the café and past a few more shops. He hadn't put his sunglasses back on after lunch, and figured his silence was as much concentration on using the cane as it was bitterness for her having brought up his late wife.

"There's a park not too far," Bill offered as they paused so she could scan an announcement board with a map of the neighbourhood. "Fancy a walk? It's a nice day."

She felt him shrug slightly and forced herself not to sigh.

Bill made a mental note of the map and started them forward in the direction of the park.

She did her best to enjoy the sun peaking out from behind the clouds and the breeze on her skin, but even that couldn't melt the icy tension that had seemed to erupt between them.

"I want to sit down. There's a bench just up the path a little ways. On the left hand side," she said aloud. "So you know."

Still the Doctor said nothing. He did allow her, however, to lead him on and even guide his hand to the back of the bench once they had arrived.

Bill laid her head back and closed her eyes, focusing on the sound of the children laughing and the birds singing.

"It didn't make it any easier."

Bill sat up, and looked at the Doctor.

He was seating forward, his elbows resting on his knees. His fingers fidgeted absently with the cane, which he held upright just in front of his right shoulder.

"What 'didn't make it any easier'?"

"Knowing," the Doctor replied softly.

Bill waited for him to go on of his own accord. It took a few minutes, but eventually he ran a hand over his forehead and sighed.

"I knew that she was going to die," the Doctor explained. "She died the first day I met her. a long, long time ago. She knew everything about me. Even my name. And I didn't know a thing about her. It… I think it destroyed her a bit. Looking back."

"If she died the day you met her, how could she… I mean how did you…"

"She was a time traveler too," the Doctor added. "We went in different directions, her and I. When I met her for the first time, it was the last time she met me. As I learned more about her, she knew less about me. Our wedding was somewhere in the middle."

Bill wasn't sure why she expected the Doctor's wife to be, well, _normal_ , but given her confused surprise, she had been banking on that more than she thought.

"Eventually, she met me," the Doctor continued. "Me, as in, this face. And she didn't know who I was. It… hurt. I assume she felt the same the day I met her.

"She had told me, right before she died, that the last time she saw me, I had worn a new suti and gotten a haircut and took her to dinner at the Singing Towers of Darillium. So I knew, all that time, every time I saw her again that that was where we were headed. That eventually, the two of us would end up spending our last night together on Darillium."

"And that last night," Bill said slowly. "Was with you? In- in this regeneration?"

The Doctor nodded.

"And when you said 'it didn't make it any easier', you meant that you figured spending that night with her would be easier because you already knew what was coming. That you'd had time to accept it?"

The Doctor didn't nod nor answer, but he didn't need to to let her know she was right.

"A night on Darillium, _the_ night as it were, lasted for twenty-four years," the Doctor sighed. "We spent much longer together when you count all those times we went off in the TARDIS and came back a second after we left. And all that time I knew what came next. And she did too I'm sure, clever as she was. And I thought that knowing that would make it easier to let her go, to move on…. But in all that time, I just… fell…"

The Doctor coughed a couple times to clear his throat and mask the shakiness in his voice.

Talking about River like this… his hearts could barely take it. He had thought- he _still_ thought that he was getting through it. That the grief was getting easier. And yet….

"I bet she appreciated it," Bill said after a long pause in which to let him grieve. "The time you spent with her. Even if she knew what came next, I bet she appreciated that you were there with her for so long."

The Doctor heaved a sigh. He raised his head, his eyes closed against the wind. For the first time so far, both in the conversation and in the day overall, he looked content. Peaceful, even.

"I think she did."

* * *

The longer Bill and the Doctor were out together, the more the Doctor seemed to enjoy himself.

Bill took him to several shops to fawn over things she couldn't afford. When she ran across particularly frilly or feathery outfits, she handed them to the Doctor to feel and tried to convince him that they were things she actually wanted to buy. The looks of concern and possible disgust on his face delighted her.

In a bookshop, Bill stole glances at the girl working the till in between reading passages of history books out loud to the Doctor, who would inevitably scoff and fill her in on the inaccuracies. More than once he would describe how he personally had impacted such event to which she would either chuckle or sush him as passers by gave them confused looks.

As the sun began to set to the west, she and the Doctor stepped out onto the pavement.

"How about a bite to eat and then home? We'll still have an hour's drive back, so we probably don't want to stay out too late," Bill suggested, looking around. "There's a sign over in front of that pub for an acoustic open mic night. What do you think? You up for it?"

"I assume there's going to be singing?"

"Uh… yeah? It's an open mic night. Why? Don't like singing?"

"No, it's fine. I just have to prepare myself for other people's screeching."

Bill rolled her eyes and started them in the direction of the pub.

They found seats near the bar, close enough to the small stage in the corner that Bill could see, but not too close that the speakers overwhelmed them.

Overall, the musicians weren't that bad. They had come in a little late and hadn't seen the first few, but most were actually halfway decent. There was one mousy girl with a ukulele that Bill could tell might have some of that screechiness the Doctor had mentioned, at which she took the opportunity to excuse herself to the loo.

"Did I miss anything good?" she asked the Doctor as she returned to her seat.

"Just another cover of something I don't care about."

"Thank you so much, Evan," a young black woman with a thick Welsh accent said into the mic as the crowd applauded the previous musician off-stage. "Up next we have... uh, well… it just says 'the Doctor'? I hope someone knows what that means?"

Bill turned wide-eyed to the Doctor next to her. He finished the last of his whiskey and stood up.

"Be back in a moment," he smiled in Bill's direction before making his way up to the stage.

"Okay, everyone," the host said cautiously. "I guess… give it up for the Doctor?"

The crowd applauded as the host walked off stage and the Doctor walked on. One of the pub goers closest to the stage helped him locate the acoustic guitar sitting on a stand next to the wall. He leaned the cane against the wall and allowed the man to turn him back towards the stool center stage.

He sat down, slipping the guitar strap over his shoulder as he did so. One hand tentatively reached out and found the microphone, which he began adjusting to the correct height.

"Uh, thank you for having me," he said softly, allowing him to judge how loud the microphone was. "And thank you for letting me, uh, borrow this. I'd have brought my own, but I didn't know I'd be coming to an open mic tonight. In fact, I didn't even know I'd be coming to Cardiff today but my granddaughter insisted. She's… out there somewhere."

Bill smiled broadly as some in the audience, including the host, looked around to locate this mysterious man's granddaughter. She gave them a tiny little wave.

"Uh, anyways. I'm the Doctor and I have to say I usually play electric. This song I'm about to play is the only one, well one of the only ones, I really know for acoustic. It was written by a friend of mine a while ago. You might know it and you might enjoy it. It may be a bit cliché for an open mic, but I don't care. Honestly, you can just get over yourselves."

A few in the audience picked up that the Doctor was being sarcastic and chuckled. Others just exchanged glances.

He pulled a guitar pick out of his pocket and began to strum.

He was correct; they _did_ know the song. But whether or not any of them considered it cliché, no one seemed to care as his fingers deftly plucked out the tune.

" _Blackbird singing in the dead of night_ ," he sang. " _Take these broken wings and learn to fly. All your life. You were only waiting for this moment to arise."_

Bill couldn't help but grin as he played. She knew he could play, but she hadn't known that he could sing.

" _Blackbird singing in the dead of night. Take these sunken eyes and learn to see. All your life. You were only waiting for this moment to be free_."

"Your granddad is really good."

Bill turned in the direction of the voice and found the host standing next to her.

"Thanks," Bill managed to get out. "Uh… I'm Bill."

"Jessa," the host said. "Nice to meet you Bill. I take it you're not from around here? Seeing as your granddad said it was a road trip and all."

"I mean… it's just Bristol," Bill shrugged. "Not… too far."

"Maybe I'll see you around here again then. We do this every fourth Saturday night," Jessa suggested, smiling. "You can bring him too if you like. But you don't have to."

" _You were only waiting for this moment to arise. You were only waiting for this moment to arise. You were only waiting for this moment to arise._ "

The Doctor strummed the final chords of the song, letting the sound hang in the air. Once the last note had faded, there was a moment of silence before the crowd erupted into their loudest applause yet.

"How'd I do?" he asked Bill as he returned to where they sat. "Not bad for an old man."

"Not bad? You were great," Bill praised. "And… you got me a girl's phone number."

"Did I? Well, that's good then. I guess that means we're coming back."

"It means _I'm_ coming back," Bill stated. "I don't know if you get to come with me."

"Aw," the Doctor sighed, feigning disappointment. "And Cardiff was just starting to grow on me."

* * *

Bill let go of the Doctor's arm as they entered his office.

"The TARDIS is to your right and your desk is straight ahead."

"Wonderful."

Bill hovered near the door as he made his way back to his desk. Once seated in his chair, she expected him to put the cane back in his pocket and put his sunglasses back on. But instead, he just leaned the cane up against his desk and leaned back in his chair.

"Thanks for coming with me. I know the whole thing was not really what you wanted to do, but I'm still glad you came with me. And had fun," Bill said. "You _did_ have fun, right?"

"Yes, I think I did," he agreed. "That doesn't usually happen when I'm taken somewhere against my will or when I go to Wales, and yet…"

He smiled gently, which let Bill relax some.

"Good. The way it started off… Wasn't sure it was going to be worth it. But it worked out, yeah?" she asked rhetorically. Then she let out a sigh. "Definitely one of my better birthdays."

The Doctor frowned and sat up in his chair.

"Birthday? It's your birthday?"

"Yeah."

"All day?"

"That's typically how it goes, yeah," Bill pointed out. "I'd say that's obvious, but you're _you_ , so I can't exactly say that, can I?"

The Doctor's brow furrowed.

"Why didn't you tell me?" he asked, his voice almost hurt.

"Because," Bill shrugged. "I wanted you to have fun and do the practice and stuff without feeling like you had to. Or feeling guilty about it."

"But I didn't get you anything," he stated. "Isn't that what humans normally do for birthdays?"

"Getting to spend the day with you _was_ the present, you idiot," Bill chuckled, rolling her eyes.

The warmth that grew inside him at the statement lingered even after she bade him goodnight and past his nightly row with Nardole.

The next morning when Bill to visit, he was ready.

She found him in the TARDIS alone, setting the controls. He wore a different coat (which Bill identified as the next in his cycle) and had his sunglasses on again.

"I've got a surprise for you. To make up for not getting you anything yesterday."

"Doctor, I told you you don't have to do anything. I got my present already," Bill pressed. "Seriously. I mean it."

"Fine, fine," the Doctor said, waving her away as the grin on his face widened. "Then consider it payback. You kidnapped me for a trip, so I'm kidnapping you."

He threw the lever and the TARDIS engines began to wheeze as they dematerialized.

"You're going to be in _so_ much trouble when Nardole hears about this," Bill jokingly scolded as she circled the console to where the Doctor stood.

She'd been hoping for a glance of the scanner when they felt the TARDIS land.

"The rule is that we're not allowed to leave Earth," the Doctor pointed out. He motioned towards the door. "August 15, 1969. Bethel, New York."

Bill ran to the TARDIS doors and peeked outside.

They were in the far back of a huge field packed with people of all shapes, sizes, and colors. Many had long hair or large afros. They could barely hear the music over the sound of the people, but that hardly seemed to matter.

"Woodstock," Bill breathed.

"Woodstock. Three days of peace and music. Which, as I recall, is on Earth," the Doctor grinned. "At least, I hope we're at Earth Woodstock and not the planet Woodstock because I'm not allowed back there. Personally, I think is a bit harsh of a punishment. I mean, the tentacles grew back, didn't they?"

Bill rushed back to the wardrobe and changed into something more era appropriate. Together, she and the Doctor stepped out onto the field. But before they could really start forward, the Doctor stopped. He seemed to consider something for a moment, before sliding the sunglasses off of his nose and looping his arm around hers.

"Bit overwhelming these," he muttered as he slid the glasses into his pocket. "And a bit too crowded for the stick, I think."

"You mean you have it?"

"Right front pocket."

Bill smiled and started them forward in the direction of the music and the crowds.

"Bet you five quid you can't find a way to get up onstage and perform."

The Doctor chuckled.

"You're on."


	4. Stopped for a Cuppa

The Doctor took a sip of his tea and scanned the people milling around the square.

"Blue jumper to your right."

Bill slowly turned her head to her right and scanned for a woman in a blue jumper. Once she found her, she immediately snapped back to the Doctor.

"Um, no. She's like sixty."

The Doctor rolled his eyes and looked around again.

"Alright then. Green jacket. To the left," he instructed, before adding, " _my_ left, _my_ left."

Bill looked again, doing her best to not be conspicuous. Again, she located the woman the Doctor had picked out and snapped back to him.

"Also like sixty. You sure you're not trying to pull for yourself?"

"Hush."

The Doctor scanned the crowd around them as he sipped his tea again.

"Blonde in the grey coat. Behind you."

Once again, Bill turned casually to glance at the woman in question. But this time, when she found the person the Doctor had pointed out, the woman happened to look up at the same moment.

Bill's immediate reaction was to immediately look away and pretend she hadn't been staring, but before she could, the blonde woman lit up and began waving excitedly.

"Do you know her?" the Doctor asked, confused.

"No?"

They both looked back to the blonde woman. She leaned over slightly and when she caught the eye of the Doctor, she gave him the same wave.

Bill turned back to him.

"Do you?"

"Not that I know of," he muttered quietly, his eyes still watching the blonde woman who was now quickly approaching their table.

"Hi guys!" she greeted cheerfully. "I know I really shouldn't be doing this - you know, paradoxes, timelines, ripping holes in the universe… But I had to come say hi, didn't I?"

Before either the Doctor or Bill could speak, the woman grabbed Bill's hand with both of her own and shook it earnestly.

"Bill Potts, I have missed you so much," the woman said, nodding seriously. "Really I have. It's been so long. It's so good to see you."

"I'm sorry," Bill said, unconsciously pulling back slightly at the woman's comment. "Do I know you?"

The woman's eyes grew wide as if she had forgotten to say something and nodded again.

"Yeah, yeah. I'm him!" the woman said, pointing to the Doctor. "From the future. Next go round."

The Doctor turned his head slightly, a look not of surprise but of consideration and, perhaps, a little fascination.

"I'm going to regenerate into a woman?"

"Yeah," the woman - the future Doctor- said with a shrug. "You figure if Missy could do it, so could you."

The Doctor considered this for a moment.

"That's a good point."

"So, where are we now?" the future Doctor asked, looking back and forth between them, her eyes narrowed as she tried to place the moment. "Big fish in the Thames? Haunted house. Being blind? Monks? Not being blind? Where are we exactly?"

"We just finished up the ordeal with the Monks," the Doctor informed her.

"Ah. I see," the future Doctor nodded.

Bill could only look between the Doctor, _her_ Doctor - the old grumpy Scottish one- and the Doctor from the future, an attractive blonde white woman with a large rainbow splashed across her shirt.

"And what are you doing here?" the Doctor asked.

The woman lit up at the question.

"I'm here with my best friends Ryan, Graham, and Yaz."

She pointed back towards where she was standing at a young black man, an older white man, anda young Pakistani woman who all looked just as confused as Bill felt.

"We stopped off for a cuppa, but then we ended up chasing after this weird dog thing that led us to an abandoned warehouse and a Slitheen egg! So, now we're on our way to Raxacoricofallapatorius to put it back before anything bad happens."

"Doctor?" the young woman the future Doctor had identified as Yaz shouted from across the square. "I think it's hatching!"

"Ah. Right. Well, best be off then. Good to see you." She inclined her head towards her previous regeneration before taking Bill's hand once more and looking her straight in the eye. "And _great_ to see you. Bill Potts, it is truly my honour. Always."

She squeezed Bill's hand once more. She then straightened up and ran off back to her friends. But before she reached them, she turned back and cupped her hands around her mouth.

"Oh, and say hi to the Master for me!"

"She goes by Missy now," the Doctor called back.

"Yeah! Her too!"

And with a thumbs up and a broad grin, the future Doctor turned back to her friends and they all ran off together.

The Doctor raised an eyebrow, frowning.

"Too?"

Bill stared at the place the future Doctor and her friends had been standing for a solid two minutes before slowly turning back to the Doctor that sat across from her. He just sipped at his tea, almost _too_ unphased by the fact that they had just met his future self.

"That woman... That's you? From the future?"

"Apparently."

"You can turn into a woman?" Bill asked.

"Sure," he said casually. He shrugged and relaxed in his chair, but his brow furrowed at the look of immense shock on Bill's face. "Why? Is that a big deal?"

"Kind of," she said slowly.

"Ah, well, Time Lords have a different concept of gender than humans do," the Doctor explained, waving her away. "For one thing, we can count past two."

"And you're going to turn into her?" Bill continued. "Because she's really pretty. Like _proper_ gorgeous."

"Are you saying I'm _not_ pretty?" he asked, frowning.

He didn't actually expect her to say yes, but he enjoyed the way she squirmed a little at the question.

"I'm sure you're pretty to _someone_ ," she said.

"Rude. You're rude. You hurt me."

He tried to keep a straight face, but he couldn't help but smile.

Bill kept looking between him and where the future Doctor had been with her friends.

"Does this happen? You just… run into yourself sometimes?"

"Well, I try not to. You heard what she said. Paradoxes, timelines, holes in the universe. You don't want that. So, I try to remember where I've been and when I've been there so I don't accidentally run into myself," the Doctor explained. He paused for a moment, considering. "Though for something that's not supposed to happen, it does happen quite a bit."

Bill nodded, again staring at the spot where the future Doctor had been. The Doctor watched as the excitement on her face faded into a confused sadness.

"What's wrong?"

"It's just…" Bill began before fading off for a moment. "She… the way she talked to me. Like she hasn't seen me in a really long time. And- and she has new friends. Her _best_ friends. Ryan, Graham, and Yaz."

"Yes. And?"

Bill turned back to the Doctor.

"So… What happens to me?" she asked. "What… What happens to the friends who travel with you? Why do they stop? Because I would never give this up. Like, for anything. It would have to be a _really_ good offer. So… What happens? Why do they leave?"

The Doctor sighed. He closed his eyes for a moment, if only to escape her piercing gaze. When he opens them, his face is softer, his tone quieter.

"Some leave because they want to, some because they have to, and some, not a lot but some…" The Doctor sighed again. "Some die."

The Doctor really didn't want to look at Bill at that moment, but he had to, if only to be ready to comfort her should she need it.

Bill was looking right at him, but it was clear that she was processing what he had said. But her eyes didn't fill with tears or anger the way he had expected.

Finally, she heaved a big sigh.

"Well then," she said with a smile. "I guess I'm just gonna have to die then."

The Doctor's eyes grew wide, his eyebrows rising so high they threatened to disappear into his hair.

" _What?_ "

"I'm just gonna have to die then," Bill repeated. "It would have to be a _really_ good offer to get me to give all this up, and since I don't really see that happening, I guess you're just stuck with me. As long as I'm alive."

He knew he should be worried, _very_ worried probably, about how okay she seemed with the idea of dying, but he wasn't.

Perhaps he could set her up in a nice house with a nice human girl. Or possibly a nice planet with a nice alien girl. Either way (or _any_ way really), he would find a better offer for Bill Potts that did not require her to die.

If she died while in his care, he wouldn't be able to forgive himself. He wouldn't regenerate, or at least wouldn't want to. And he could feel this current body wearing thin. The time was approaching and would surely be here sooner rather than later.

But he had just met his next regeneration, he reminded himself. He _will_ regenerate, which means that Bill will be safe and happy in the end.

So, the Doctor just smiled.

"Same," he said quietly. But after a moment he leaned in closer to her. "Did I use that word right?"

"Yeah, you did," Bill nodded, impressed. "Hope you mean it."

"I do."

Bill smiled and took a sip of her own tea. Her eyes widened as if she had an idea.

"And maybe," she suggested. "You die first and then I get a little time traveling with her."

She jerked her head in the direction of where the future Doctor had been.

"Do you want to watch me die?" he asked incredulously. "Because that's what it sounds like. You _want_ to see me die."

"No, no, of course not," she reassured him, chuckling as she did so. "I'm just saying, it wouldn't be the worst thing in the world.

"Do you hear that?" he asked rhetorically. "That's the sound of my hearts. _Breaking_."

The Doctor put on a show of eyebrows and frowning to display his hurt, which only made Bill laugh. After a few minutes of doing his best to look agonized and aggrieved, he shook his head and sighed.

"It's a good thing you won't remember any of this," he said quietly.

He could feel the timelines adjusting themselves and Bill proved he was right as her brow furrowed at his statement.

"Remember what?"

"We just met my future self."

"We did?"

"We did what?" the Doctor asked, raising an eyebrow.

Bill frowned.

"I dunno. You said it."

The Doctor returned the frown for a moment before he took another sip of his tea.

"Now," he said, clapping his hands together. "Where were we? Ah, yes."

He scanned the people milling about.

"Red dress…. To my right."

Bill nonchalantly looked to the Doctor's right as she looked for the specified woman.

"Right," she sighed, looking back to him. "Are we _sure_ that you got your sight back? Because you are _really_ bad at this."

"It's not my fault you have such high standards."

"I don't have high standards!" Bill said a bit defensively. "I just have an age limit. Namely, anyone near my age. You know, twenty-five to thirty-five? Somewhere around there?"

They bickered playfully about Bill's age preferences in women (and a bit into the "strange" ageing habits of humans) for a long time before the Doctor felt the psychic paper in his pocket grow hot as it received a message.

He took it out and opened it, steeling himself for whatever adventure they were about to set off on next. But instead of a warning, it was just a one-line note in loopy script.

 _Don't worry Doctor! She's gonna be just fine 3 :) - the Doctor x_


	5. Doppelgängers

The Doctor was scribbling a criticism in margin of the essay on his desk when the door to his office opened.

He muttered good morning and struck through a sentence when a large book fell onto his desk.

"Look what I found," Bill said excitedly before he could even open his mouth. She started flipping pages of the large tome. "So, I was in the library looking for books on ancient Rome to write my essay-"

"Did I set you an essay on ancient Rome?" the Doctor asked, his brow furrowed.

"Well, no." Bill paused her page turning. "It's for a different class."

"You take… other classes?"

"Well, yeah," Bill said, confused as to why the Doctor didn't get that it should be obvious. "That's part of you enrolling me into the University. I take other classes along with yours."

The Doctor raised an eyebrow, making a mental note to find out what other classes Bill was enrolled in and hunt down the professors. He wasn't sure if he was more likely to intimidate them into pushing her harder in class or intimidate them into cutting her more slack. He figured he'd decide on the way.

"Anyways," Bill said, resuming her page flipping. "I was looking through these books and I found…"

She turned the book around and pointed to the photo of an etching of an older man with short curly hair and prominent eyebrows.

"You!" Bill pointed to the book happily. "It's you, isn't it? I mean, I figured having a tutor that's a time traveler means he'd probably going to show up in a book at some point, but I never realized that I'd actually _find_ him in a book. But I did! It's you!"

But her excitement and smile faded as she looked at the Doctor. His brow was furrowed again as he frowned at the etching. His eyes seemed to scan the nearby paragraph as he gathered information.

"What's wrong? It's you, isn't it? It's you in Ancient Rome."

"Uh… no. I don't think it is," he sighed. "I don't think I've been in Rome in this face."

Now it was Bill's turn to frown.

"But… that's you. It has to be," she said, turning the book back around to look at the etching again. "Who else would it be?"

"Probably the bloke that I got this face from."

Bill tensed. Slowly, she looked up at the Doctor, her eyes widening

"The bloke you got this face from," Bill repeated slowly.

"Yes. The bloke I got this face from," the Doctor confirmed.

"You mean…. You got...your face… from someone... else?"

The Doctor nodded and kicked his feet up on his desk. Where he looked the picture of ease, Bill was the picture of dawning horror.

"Do you... take people's faces? Oh my God- is that what 'regeneration' means?" she asked, her voice shaky. "Is that what happens when you 'get a new face'? Are you a face snatcher? Like an alien face snatcher?"

The Doctor frowned. He pulled his feet off the desk and sat forward, raising his hands defensively. Bill responded with a step back, her expression now terrified.

"Bill, Bill, please," the Doctor said in a reassuring tone. "I'm not a face snatcher. I promise. For one thing, I don't look anything like a Slitheen."

The comment, intended to reassure, appeared to have the opposite effect. Her eyes widened even more (if that was possible), and she looked ready to spring and defend herself if need be.

"Bill, please. Sit down and I'll explain everything."

"Are you going to steal my face?" Bill asked, narrowing her eyes. "Kickstart your next 'regeneration'?"

"No. I assure you that's _not_ how it works," the Doctor said, sinking back into his chair and motioning for to her to sit across from him. "Regeneration is more of a burst-into-golden-fire-and-destroy-the-TARDIS sort of thing."

Bill hesitated for a moment, still eyeing him suspiciously. But her curiosity outweighed her panic and she slowly took a seat across from him.

"Now. About this face," the Doctor began. "A long time ago, my friend and I were in Pompeii. The eruption of Vesuvius was a fixed point in time. It had to happen. But it turned out to be a choice that had to be made. Either let Pompeii burn or let the world fall to the Pyroviles. I chose to sacrifice Pompeii."

The Doctor ran a hand across his face. His eyes were closed as he recounted the story, but that didn't hide the fact that the memory was still very clear in his mind.

"We were leaving. The two of us, we were leaving in the TARDIS. But my friend, she was upset. Distraught. And I... I was angry. But she, Donna... she convinced me to go back and save someone. That even if I couldn't save all of them, I could still save someone. So, I did." The Doctor opened his eyes and leaned forward in his chair. He pointed at the etching of the man in the book. "I saved him. Lobus Caecilius. And his wife and his daughter and his son.

"Later, Bowtie, the face after Pompeii and before me, he fought in a war. Nine hundred years or so, just defending one planet. It was supposed to be the end, but a thing happened, and we were given more regenerations. And when I changed into this face, I knew that I had seen it before. But I couldn't remember where.

"And then it happened again. Somebody died- somebody who had been helping me, that I was responsible for. And- and... I remembered. I remembered Donna and Sandshoes and I realized it was a message. This face, this face was a message."

"What was the message?" Bill asked quietly, her fear having been replaced by captivation as she listened to his story. "Like… what did it mean?"

"It was a message from me to me." The Doctor sighed and gave Bill a small, sad smile. "There is always someone to save. There is always an opportunity to be kind."

Bill smiled gently. She looked back down at the man in the etching, wondering if this man ever knew how important he was to the man who saved him and his family. How his chance meeting with the Doctor shaped the rest of both of their lives, not just his own.

"I like that. 'There is always an opportunity to be kind.'" Bill looked from the man in the book to the man in the chair. "Kind of fits you."

The Doctor heaved a large sigh as if he didn't agree with her. She watched him stare at the wall deep in thought for a moment before he shrugged and looked back to her.

"I try," he said quietly. "I'm not always good at it… But I try."

Silence fell around them for a good long while as they both contemplated the Doctor's message to himself. Bill studied him closely as if trying to see if the effects of all those tries were written in the lines of his face.

Finally, the Doctor sighed again and sat up in his chair. He rested his elbows on the desk and gave her his typical intense gaze. She immediately sat up, brow raised.

"What?"

"I just remembered," the Doctor said. "Google 'John Frobisher'."

"What? Like, right now?"

The Doctor nodded, urging her on. Confused, Bill pulled out her phone and searched the name as instructed. When the photo of the man in question came up, she stared,mouth agape.

She looked back and forth, first at the photo and then to the man sitting across from her. In other words, the same man.

Again.

"How-" she began before she lost her words. "Who is… Did you know him too?"

The Doctor chuckled and shook his head.

"No. Learned about him later."

Bill made the conscious decision to close her mouth and then looked back to the Wikipedia page.

"He's from Glasgow and lived in Cardiff. Died there too, looks like," Bill said scanning the top of the page. "Guess it's a good thing we didn't run into his family or anything while we were there."

She looked up at the Doctor, ready for some kind of quip. Instead, she found him looking grim. His fingers were interlaced, his index fingers resting against his mouth.

"Read further and you'll realize why."

Bill frowned and turned her attention back to the page. She scrolled down. With every swipe of her thumb, her expression grew more horrified.

"Oh my God," she muttered, scrolling. "Oh my God. _Oh my God_."

The Doctor hummed in agreement. When Bill finally looked up at him, her expression was one of pain as well as horror.

"If… if you didn't know about him, how did you learn?" she asked quietly, still in shock.

"Ran into Jack Harkness and got roped into dinner. He knew Frobisher, so he was really confused when he saw me. I realize now I could have used that to my advantage," the Doctor muttered, shaking his head in hindsight. "1949 had been such a good year up until that point."

He allowed Bill a few minutes to take in what she had just read. He watched as every so often her eyes would flit briefly back to the article or up at him.

"Okay," she said slowly. She shook head a bit, eyes still wide. "I've heard there's supposed to be like seven doppelgängers out there in the world that look like them, but you have like... exact copies. Two of them."

"Technically speaking, I think I'm Caecilius' doppelgänger, " the Doctor thought aloud. Bill cocked her head slightly in question, leading the Doctor to shrug. "It was his face first."

Bill chuckled and shook her head again. She paused, eyeing him suspiciously as a mischievous grin spread across his face.

"What?"

"Well, you said everyone's supposed to have seven doppelgängers out there in the world. We've already found two." He motioned to the book and then to the phone in Bill's hand and smiled. "That means there have to be five of me still out there, yes?"

Bill's eyes widened ever so slightly. The tiny bit of fear behind her eyes at the thought of there being _more_ of him was exactly what he was hoping for. He chuckled.

At his chuckle, Bill rolled her eyes and sat back in her own chair. When he kicked his feet back up on the desk, she followed suit.

She glanced down at the still-open book on the desk and smirked.

"I guess you really know how to pick them, don't you?"

"What... faces?"

"No. Friends," Bill smiled. "Like that friend who told you you could always save someone. I'm guessing you probably don't come across people like that every day."

The image of Donna Noble passed through the Doctor's mind and he smiled sadly.

"No, I don't."

Bill paused, considering, and then pulled her feet down from the desk. She turned towards the desk, resting her elbows on it as she leaned forward.

"So... how do you choose? Is there a test?" she asked, eyes narrowed as she wondered. Then she sat up straight. "Did I pass? Not that it matters… but did I?"

The Doctor smiled gently.

"There is not a test, but if there was, yes, you would pass ," he said as he too pulled his feet down from the desk. At her sigh of relief, he smirked, adding, "not that it matters."

She rolled her eyes, but it was clear that she really was relieved.

"But really," she added, leaning on the desk again. "How do you choose? Why do you choose some of us and not others?"

The Doctor chuckled. But as he did so, he realized he had been forgetting something .

Not traveling in the TARDIS as often with Bill as he did with the others had made him forget. Perhaps, he was losing it in his old age. Though, to lose it now, he had to assume he had _had_ it before.

"I never know why," he said softly, pulling a small golden key from a pocket in his coat and holding it up to Bill. "I only know who."

She looked from him to the key and then back to him. He nodded and handed it to her. Slowly, she raised a hand and took it from him.

"For- for me?"

"For you. Your very own key to the TARDIS. Yours forever. Unless, of course, you betray me, but I doubt that will happen," the Doctor smiled. "Usually, I'd've done it sooner, but seeing as we don't get out much..."

Bill turned the key over and over in her hand. It seemed to buzz with energy. The same kind of energy she felt when she stepped into the TARDIS.

"No matter what happens," the Doctor continued. "As long as you have that, you'll always have a way home."

* * *

"Are you ready to go?"

Bill looked from the window of the spaceship to Heather. Her loving girlfriend had already settled into the pilot's chair and was just waiting on her to take a seat before they lifted off.

Smiling, she made her way to her own seat, pausing only to kiss Heather on the cheek before she did so.

As the engines ignited and the ground beneath them seemed to disappear, Bill's attention slowly drifted back to the vast expanse of space beyond the window.

She could have sworn she saw… something. A streak of blue, a very _specific_ blue. She couldn't be sure how long it had been, what with time no longer having any effect on her. But she would recognize that blue anywhere.

Bill's hand rose to her left breast pocket, almost exactly over her heart. Beneath the denim of her jacket, she could feel it still there.

With Heather, she didn't need a way home because she was _already_ home, wherever they happened to be. But she still held on to it because that wasn't the only thing it ensured.

No, she held onto the TARDIS key because there was one thing she was absolutely sure of. She had been sure of it with her Doctor and she was sure she could guarantee it with any Doctor that followed.

She was safe inside those doors, and she always would be.

* * *

 **Okay, I'll come clean... I've never watched Torchwood. But I did look it up on the TARDIS Doctor Who wiki and Bill's reaction to learning about John Frobisher (also played by Peter Capaldi) was my reaction. It's pretty crazy and really sad. That's all I'm gonna say in case any of you are going to watch it or at least look it up.**

 **Anyways, that's all I have to say. Thank you all for your comments and kudos! I've been getting a lot of inspiration the past couple days and I look forward to writing them up.**


	6. After Christmas

Judging by the decorations still adorning the buildings and the trees still shining through windows, it was either just before Christmas or just after.

He knew he should probably figure out what date it was because this wouldn't work if she found the photos _before_ they had had talked about it, but he also knew that he was a scary handsome genius from space and if a paradox happened, he would sort it out later.

He climbed the stairs up to the flat. If he had timed it right, then neither Moira nor Bill should be there. He would have ample opportunity to slip the box somewhere inconspicuous and get out without getting caught.

It was times like these that he understood why Ian Fleming had been so keen to base his Bond stories off of him (and him specifically. Bowtie didn't get to claim that.)

The Doctor reached the landing and made his way down the corridor to the correct door. He raised a hand, planning to knock gently to be sure no one was home before getting out the sonic.

But as soon as he rapped once, the door flung open.

A white woman with brown hair seemingly piled on top of her head wrestled her purse over one shoulder while held her cell phone to her ear with the other.

"Oh good. You're early," she said, relieved. She took the phone from where it rested and held it up to her ear. "No, not you. I'm talking to - Oh _,_ I don't have _time_ for this."

She pulled the phone away and held it to her chest.

"Sorry 'bout that," she said exasperatedly. "She's already in bed, so just be quiet. Phone numbers are on the fridge. You shouldn't need 'em. I won't be gone too long."

Before the Doctor could even consider what he was going to say next, he had somehow switched places with the woman he was only now realizing was the Moira he had heard so much (complaining) about.

"See ya later!" she called behind her, waving at the Doctor as she walked away. "No, not you. I'll see _you_ soon. Yes, I'm on my way."

Her voice cut off as the door closed.

The Doctor blinked.

That certainly wasn't what he expected. But it had gotten him in the door, so he might as well continue on.

He began scanning the house (with his eyes, not his sonic) to find a good hiding place. As he did so, he glanced at the date on a newspaper left on the front table: _27 December ._

Perfect.

He decided on a cupboard in a corner of the living room. It was used mostly for storage, given how many plastic tubs and moving boxes he had to shift out of his way to reach the top shelf. But just as he cleared enough space to put the shoebox, he heard the distinct click of a light switch and the cupboard filled with light.

"Who are you?"

That was never a good question to hear.

The Doctor closed his eyes, cursing under his breath. Shuffling the boxes with his foot, he turned expecting to see a sleepy, cross Bill.

Instead, he saw a little girl.

Her skin was light brown and her black hair was pulled up on top of her head. She wore light blue pyjamas adorned with little rainbows and was hugging a brown stuffed bear for dear life. But it was her wide and soulful eyes boring into him that made him realize he had seen exactly what he expected: a sleepy, cross Bill.

Just… a far _younger_ one than he had anticipated.

It was at that moment that he had wished he'd read the rest of the date on the newspaper. Perhaps then, he'd have seen it 27 December _2001_ instead of 27 December _2016_.

"Who are you?" seven-year-old Bill repeated again.

"Uh… well…"

"Are you my babysitter?" she asked, her little eyes narrowing.

"Yes, yes. That is… exactly what I am," the Doctor said, nodding.

To his dismay, this only made her eyes narrow further.

"You don't look like my normal babysitter."

"Yes, well, I'm a replacement," the Doctor responded quickly. "A substitute babysitter."

They stared at each other for a moment, before little Bill seemed to accept his words as true. He watched as she looked him up and down for a moment before moving her attention to the boxes on the floor.

"Why is all my stuff out?"

But before the Doctor could come up with a feasible lie, young Bill's eyes grew wide with fear. The bear dropped from her hands.

"You're not a babysitter. You're here to take me away!" she cried out. "She said I wouldn't have to go anymore. She lied! She said I wouldn't have to anymore- she _promised!_ "

Tears began to stream out of the little girl's eyes.

"She _promised_ ," Bill repeated. "She _promised_ I wouldn't have to move again. She _PROMISED!"_

The Doctor looked around frantically, trying to figure out why she was so upset when he saw the scribbled out postcodes written on the boxes at his feet. There were at least three marked out on each and underneath each marks was a name: _Billie Potts_.

"Oh," he sighed quietly in realization. " _Oh._ "

Immediately, he knelt down in front of Billie, sweeping the bear up and offering it to her as he did so. She refused it, her little arms crossed tightly across her chest as she turned away from him.

"I'm not here to take you away," he informed her in the most serious yet reassuring tone he could muster. "I promise. I _promise_ I am not here to take you away."

"Then… why… are...you… in... the... cupboard?" she choked out in between sobs.

"Because I'm a bad houseguest!" the Doctor said. "I'm rifling through your cupboard because I'm rude! I just like to make messes! That's why. It's just… It's just me being rude."

He offered her the bear again, which she again refused. It took every ounce of his willpower to keep himself calm to comfort her instead of stalking his way back to the TARDIS to go make someone, possibly _multiple_ someones', lives a living hell.

"I promise you," he breathed. "I _promise_ you, Bill Potts, I am not here to take you away. I _promise_."

She must have understood the sincerity of the words because this time, she took the bear from him. The moment she took it from him, she hugged it to her chest so tightly it seemed as if she feared he was going to try and take it from her.

"That's it," the Doctor reassured gently. "You're going to stay here for a good long time, Bill. I promise you that."

Bill - Billie - sniffed again. She rubbed her eyes with the sleeve of her shirt.

"You… you promise?"

"I absolutely promise," the Doctor said, nodding. "I _absolutely_ promise."

Billie took a few deep breaths. For a moment, her gaze lingered on the boxes again before it traveled up to the now-empty space in the cupboard he had made.

"What are you (hic) really doing in the (hic) cupboard?" Billie asked, hiccuping as she looked back to him.

"I'm… well, I'm a, uh, a secret agent. A spy," he said. "And I'm here to complete my mission. Which is to deliver this parcel."

He pulled the box of photographs out of his pocket.

"How did that fit in your pocket?" she asked, her eyes widening as he held it up in front of her. "Are you magic?"

"...Yes," the Doctor replied slowly. "Yes. I am a magical secret agent... babysitter."

"Really?" Billie asked in a slightly teasing tone. "Are you _really?_ "

The Doctor pulled the psychic paper out of his pocket and held it up. She read it, looked at him, and then squinted at the psychic paper again.

"That doesn't look like you."

The Doctor frowned and turned the paper around to look at it.

Sure enough, the man in the photo was not his current face. The one in the photo had blonde curly hair instead of grey and his coat was colorful as opposed to his current black one.

"It's an old photo."

"But it doesn't look _anything_ like you."

"Like I said," the Doctor tucked the psychic paper away. "It's an old photo."

With the psychic paper away, Billie's attention turned back to the box in his hands. The Doctor could tell by her focused frown she _really_ wanted to take the lid off to see what was inside, but she made no effort to.

"It looks like a shoebox."

"Yes. That is what it looks like, isn't it? " the Doctor chuckled, rising to his feet "You are very observant, Miss Potts. But what you _should_ be is in bed. Off you go."

"But I'm not tired."

"Well, how about this then," the Doctor said. "If you go to bed, I'll show you another magic trick."

Billie's eye lit up and she immediately turned and ran off towards her bedroom. The Doctor followed her, still chuckling as he fished something out of his jacket pocket.

When he reached her bedroom, he found her in her place. She sat with her knees pulled up to her chin. Her eyes were bright and attentive, a look he knew quite well from his tutoring sessions with the adult Bill.

"Okay," he began, taking a seat on the edge of her bed. "Do you see this?"

He held up a small bauble and Billie nodded.

It looked like a ball bearing, but in reality was a little device that could create a perception filter. He carried it around in case of emergency and showing up to the right place in the wrong year typically counted as an emergency. He slid the device into the box without letting her see the box's contents and pulled his sonic from his jacket.

"Now, I tap it with my magic wand…"

He pointed the screwdriver at the box. It whirred as he set the filter to be active for exactly fifteen years from that day. Once set, the filter went on and the shoebox "disappeared" from view.

"And… presto."

"Whoa," Billie said softly. "It's… gone…"

"Or is it?" the Doctor asked, smiling.

He pointed the screwdriver again and a moment later the filter went off and the shoebox "reappeared".

"That's so cool," Billie whispered in wonder.

"So," the Doctor said. "You've seen the magic trick. Now you need to go to sleep."

"Can you at least tell me a bedtime story first?" Billie pleaded. "Just one?"

The Doctor considered it for a moment and then gave in with a sigh.

"Alright. Fine," he muttered. He paused for a moment, and then continued, louder this time. "Once upon a time there was a… mermaid. And this mermaid lived in the…"

After a pause to think that lasted a little too long, Billie chimed in.

"The ocean?"

"Yes, the ocean," the Doctor agreed, nodding. "The mermaid lived in the ocean. She was a very nice mermaid. And she, uh, well… she liked to watch the… the, uh…"

"People?"

"Yes, yes. The people. She liked to watch the, uh, people."

Billie narrowed her eyes.

"You're not very good at this."

"I am _very_ good at this, thank you," the Doctor replied. "It's just been a while. Hush. Now...where was I?"

The Doctor took a second to figure out where he was in the story. Billie thought his eyebrows looked so silly furrowed like that that it made her laugh. He raised one at her, which only made her laugh more.

"If you're going to laugh, you don't get to hear the end of the story," he said, his voice serious but his eyebrows wiggling even more.

Billie covered her mouth in her hands but continued to laugh.

"Anyways… there was a mermaid who lived in the ocean and liked to watch the people," the Doctor summarized. "And one day there was a… a nice prince who walked down the shore and saw the mermaid."

But as soon as he added the next line of the story, it felt wrong.

He looked at Billie, who was still smiling, her eyes still attentive as she listened closely to the story. It was then that he noticed the rainbows on her pyjamas and figured out why it felt wrong.

"No, no,no. Not a prince," he said, waving the previous sentence away. "A _princess_. Yes, there was a nice _princess_ who walked down the shore and saw the mermaid. And she thought the mermaid was, uh, very pretty. And she went into the water to meet the mermaid and then she and the mermaid fell in love and kissed and then… lived happily ever after. The end."

It was Billie's brow's turn to furrow. She tilted her head to one side.

"Was the princess a girl?"

"Yes."

"Was the mermaid also a girl?"

"Yes."

The Doctor watched as the little girl contemplated this.

"Can… can girls kiss other girls?"

"Yes, they can."

But Billie suddenly looked very concerned.

"But is that _allowed_?" she whispered nervously, like if she asked the question out loud someone was going to hear and get mad at her.

The Doctor leaned forward and looked her right in the eye.

"Yes, it is. And if anyone ever tells you it's not, then you come and find me. I'll put them right," he said seriously. Then he gave her a small smile. "But something tells me, Miss Potts, that you are going to be very good at doing that yourself."

Billie beamed, which earned her a sincere smile from her magical secret agent (alien) babysitter.

The Doctor rose from the bed as Billie shuffled underneath her covers. He flipped the light switch just as a small voice bade him goodnight. He returned the goodnight and closed the door softly behind him.

Within minutes, he had turned the perception filter back on and hid the shoebox full of photos in the cupboard. He put all the moving boxes back in the cupboard, figuring that reducing them to cinders was probably frowned upon within estate grounds.

He returned to the kitchen only to hear a knock on the front door.

He opened it to find a very confused teenage girl standing in front of him.

"Ah. You must be the babysitter." The girl could barely eke out a "yes" before the Doctor stepped past her. "She's already in bed, so just be quiet. Phone numbers are on the fridge, but you probably won't need them. She'll be back soon."

* * *

When the TARDIS touched down back in his office, the Doctor wondered briefly if Moira ever noticed that the babysitter she had greeted was not the same when she returned.

But before he could wonder that for too long, he heard footsteps down the corridor.

Expecting it was Nardole coming to give him a stern talking to, he gathered up a bunch of large, old papers that he needed to file.

"Happy new term!" he heard Bill, _adult_ Bill, greet happily.

"With you in a moment," he said quickly, rushing the papers into the back room even though it was not the visitor he had expected.

Bill waited patiently for him to return, only to notice the strange blue phone box was now sitting _atop_ the rug she had given the Doctor for Christmas.

"You said you needed a crane to lift your box," Bill stated, eyeing it suspiciously.

"Sorry, what did you say?" he called from the other room.

He stepped out a moment later.

"I didn't hear you. What did you say?" he repeated, making his way behind his desk.

"I just thought…" She looked from the phone box back to him and then shook her head. "Nothing. Nevermind. Anyways, did you have a good Christmas?"

"Uh… Yes. Yes, I did," he said, making a mental note that apparently he had skipped Christmas this year. "You?"

"Yeah. It was pretty normal," Bill shrugged. But then her eyes lit up. "But there was this one thing. It was… Okay, so you know how I told you that I didn't have any photos of my mum?"

"Yes, I do recall you saying… something like that."

"Well, the other day my foster mum was cleaning and she found an _entire_ box of them in the cupboard. An _entire_ box, like a shoebox full, just of photos of my mum."

Bill positively beamed at the thought, the _reality_ , that such a thing existed. She was still smiling a moment later when she rubbed tears from her eyes.

"Are you okay?" the Doctor asked, concerned.

"Yeah, yeah. Sorry," she apologized, chuckling slightly. "I'm still like crying about it. It's just… We had no idea they were even there. I… It's just incredible. Like… a Christmas miracle. Seriously. It's pretty amazing."

Bill continued to chuckle through her tears. The Doctor was not _entirely_ convinced that she was alright, but wasn't sure what to do next.

"Uh. I'm glad. About… this. I'm… happy for you," the Doctor said slowly, clearing his throat. "Glad you had a good Christmas."

Bill smiled happily at him for a moment and then glanced at the clock on the wall.

"I gotta get back," she sighed. "I just wanted to stop in and say hi."

The Doctor frowned.

"You mean it's not six?"

Bill looked at the Doctor like he was, well, an alien.

"Umm… no?" she asked confusedly. "It's lunch time."

"Right, right," the Doctor nodded. "On…"

"January... 9th?" Bill said slowly. Her eyes narrowed. "Are… you okay?"

"Of course," the Doctor said with a shrug. "It was a test. A… time test. Which you passed."

Bill's brow furrowed.

"Oooookay," Bill chuckled suspiciously. "I'll see you later."

"Yes. Later."

Bill turned back to the door. The Doctor watched her go, but before she stepped into the corridor, she hesitated.

She turned back for a moment, her mouth open as if to say something. But then she shook her head and turned back towards the corridor.

"Is something wrong?"

Bill spun on her heel to face him.

"No, it's just…" Bill took a deep breath. "In one of the photos… it looked like, well… you."

"Me?" the Doctor asked, feigning confused curiosity. "I thought you said they were photos of your mum."

"Well, yeah," Bill admitted. "They are. But in one of them there's like this reflection. And it sort of looks like you. Like you're taking the photo."

The Doctor waited for Bill to either make the accusation, make the connection, do both, or ask a follow-up question. Instead she just laughed and shook her head at what she perceived as her own imagination.

"It couldn't be you. Must just be some bloke that looks like you. But I doubt there are many of them around," she smiled. "Anyway, I'll be back tonight. Laters."

She waved at the Doctor and turned to the door one more time. As she stepped out of the door into the corridor, she heard the Doctor's unmistakable Scottish voice mutter something that she pondered all the way back to the canteen. Something strange yet oddly familiar.

"Could always be your magical secret agent babysitter."


	7. Leaving on Holiday

"I mean… I just…" The Doctor let out a frustrated sigh and peered sideways around the TARDIS console at Bill. "Are we sure we can trust them?"

"Of course we can," Bill said, rolling her eyes. "They're my friends. How come trusted them when I was going to _live_ with them, but you don't trust me going on a week's holiday with them?"

"One of those things is in town," Nardole said to Bill in a low voice as the Doctor huffed and continued fiddling with the buttons. "And one of those things isn't."

Bill looked at him, confused. Nardole just shrugged and took a step back. Bill considered it for a moment, but eventually just shrugged too and returned to looking at the reflection of herself in the scanner.

The Doctor appeared at her shoulder and she looked from the reflection to the man.

"What?"

The Doctor just raised his eyebrows and held out his hand.

" _What_?" Bill repeated.

"Glasses."

Bill automatically raised a hand to the black Rayban sunglasses that she had been admiring in the mirror. She lifted them and set them on the top of her head.

"They're not yours," she stated simply.

The Doctor frowned. His hand reached into the inside pocket of his coat. His expression changed from one of frustration to surprise as he felt his sonic sunglasses safely in their place.

Still, Bill slid her own sunglasses from her face and eyed him suspiciously.

"What's wrong with you? You seem grumpier than usual."

"Oh, he's usually like this," Nardole muttered from somewhere above them near the bookshelves. "He just likes you."

The Doctor shot Nardole a dangerous look and a smile spread over Bill's face as the Doctor's behavior suddenly made sense.

"Doctor," she smiled. "Are you going to miss me while I'm gone?"

The Doctor continued to fiddle with the TARDIS, not saying anything, though he could feel the heat of Bill's grin and Nardole's silent judgement. He turned for the TARDIS doors, but entering his office did nothing to alleviate this as Bill and Nardole just followed him out.

"You are, aren't you?" Bill asked, unable to hide her excitement. "Just admit it. While I'm away, you're going to miss me."

"I don't think it's me that you should worry about," the Doctor muttered as he began to fiddle with things in his office instead of the TARDIS, avoiding eye contact as he did so. "I think you should worry about Nardole."

Bill's brow furrowed. She turned to glance at Nardole, who looked just as confused as she did.

"Nardole?" Bill queried. "What… you think _he's_ gonna miss me?"

"No," the Doctor answered. "I think while you're gone there's a good chance I'm going to kill him."

"You do realize I'm standing right here, don't you, sir?"

The Doctor whipped around, raising a threatening finger at his assistant.

"Yes, I do, so consider yourself warned."

As he turned back at whatever he was messing with, the Doctor looked right at Bill. Her confusion was gone and she had returned to grinning broadly.

"Awww, that's so cute! You're gonna miss me!" she exclaimed happily. But upon seeing him fidget out of nervousness instead of regular fidgetiness changed her tone to a softer, more reassuring one. "Doctor, it's just a week. I'll only be gone a week.. So, you know, no tears, no anxieties."

He blinked.

"What?"

"You know… Like, 'don't cry, don't worry'? 'No tears, no anxieties'," Bill said with shrug. But at the Doctor's continued stare, she grew concerned. "What's wrong? Should I have not said that?"

"No, it's just… Nothing. Just sounds… Well, sounds like something I would say. Or, well, I have said."

The Doctor's voice faded. Bill watched him carefully for a moment. He said nothing seemed to be lost in thought. And when he spoke, though he was looking her right in the eye, it felt like he wasn't look at her but looking through her.

"Just go forward in all your beliefs, and prove to me that I'm not mistaken in mine."

She watched him for a moment, waiting for him to look, _really_ look, at her, but he seemed stuck in the memory. So, Bill looked at Nardole.

"Those… those words weren't for me were they?" Bill asked quietly.

"It's not the first time he's said goodbye to a granddaughter," Nardole muttered, though it wasn't his usual mutter.

Typically, his muttering was more grumbling than muttering, but this time, it just sounded… sad.

"Doctor, I'm coming back," Bill repeated, her voice more serious. "I promise. I'll only be gone a week."

At her words, the Doctor blinked again and seemed to come out of the memory.

"What? Yes, yes. I know," he said, nodding.

He gave her his most convincing smile. She did not look at all convinced and only broke eye contact when her phone buzzed in her pocket.

As she pulled it out and read the message, the Doctor leaned back against his desk. Nardole, knowing better than try to comfort the Doctor himself, just took a place next to him.

"That was my Uber driver," she informed them as she slid the phone back in her pocket. "Should be here soon."

"You know," the Doctor began, doing his best to sound lighter than he felt. "I _could_ just give you all a lift you know. You'd be there in less than five minutes."

"Yeah, but we'd probably also be like seventy years in the past."

"Or future," Nardole added, earning him a smile from Bill and a scowl from the Doctor.

Bill went back into the TARDIS and returned a minute later with her bags slung over her shoulder.

"Okay you," Bill said, looking at the Doctor. "While I'm gone, you've got things to do."

"Do I?" The Doctor asked, amused.

"Same thing you do every day," she said, ticking the list off on her fingers. "Guard the vault, don't leave Earth, and don't kill Nardole."

The Doctor sighed dramatically, his eyebrows so theatrical that Bill couldn't help but laugh.

"I promise to do some of those things."

"Don't kill Nardole," Bill repeated, pointing a finger at the Doctor.

"Yeah, sir. You should listen to her," Nardole chimed in happily.

"And you," Bill said, looking at him, finger still raised. "Don't provoke him."

"Provoke him?" Nardole scoffed. "I don't provoke him-"

"Uh, _yeah, you do_ ," Bill said in her how-thick-can-you-possibly-be? voice.

Her phone buzzed again and she checked it, ignoring Nardole's grumbles.

"He's outside," Bill read aloud. She looked up at the Doctor. "Guess I've gotta go then."

Then, without warning, she wrapped the Doctor in a huge hug and squeezed tight. She couldn't help but wonder if he was _always_ this awkward when receiving hugs, or just when he was caught off guard.

She released him, chuckling at his obvious surprise.

"Alright," she said, adjusting her bags on her shoulder. "You kids be good."

Bill then gave them another stern look and then smirked again. She turned on her heel and began to make her way out towards the door."

"I'll see you later," she called, waving behind her. "Love you!"

Bill was halfway down the hallway before she realized what she had said, turned around, and walked swiftly back to the office.

The Doctor and Nardole both wore looks of the utmost surprise, thought admittedly, Nardole was a bit closer to shock than surprise. His eyes kept flitting between Bill and the Doctor, his mouth a bit agape.

"That was weird. I didn't mean to say that," Bill chuckled sheepishly. "It just sorta slipped out… And I think I made it weirder by turning around and pointing out that it was weird."

Her embarrassed smile turned into a grimace. She closed her eyes and let out a deep breath.

"Okay," she said after a moment's pause. "I'll see you in a week and hopefully by then, we'll all forget this happened. Yeah. Bye."

Bill spun on her heel again and rushed back out the door.

"Wait, wait. Bill..." she heard the Doctor call. "One more thing."

Bill froze where she stood. Eyes squeezed shut, she slowly spun back towards the open office door.

"Yeah?" she asked cautiously.

But to her surprise, the Doctor was smiling softly.

"Love you too."

Bill's lungs released the breath she didn't realize she was holding. She smiled again. As soon as she did, he raised an eyebrow and a playfully stern finger.

"Be good. Make good choices. Don't spend all your pocket money on sweets," he ordered in his best parent voice. "Eat your vegetables. Be kind to people you meet. Oh, and don't talk to strangers!"

Bill chuckled again, shaking her head as she turned back towards the continued to call directions after her all the way until she entered the stairwell and disappeared from sight.

The Doctor sighed, his gaze lingering on the place where the corridor met the stairwell. But even as he sighed, he continued to smile.

But, of course, leave it to Nardole to ruin the moment.

"You do realize she's not _really_ your granddaughter, right, sir?"

The Doctor's smile vanished immediately and was replaced with a scowl.

"Yes, I know that," he snapped. "Why?"

"Just reminding you because I know how you get attached," Nardole shrugged. "Everything has to come to an end eventually, and I just want-"

"You think I don't know that? You think _I_ don't know that?" the Doctor huffed. "Jealousy doesn't suit you, Nardole."

Now, it was Nardole's turn to scowl.

"Jealous? Why would I be jealous?" he scoffed. "I'm not jealous. Why would I be jealous of Bill?"

"Because," the Doctor said, glancing at him out of the corner of his eye. "I didn't say I loved you too."

And with that, the Doctor stood up from his place leaning against his desk and started back to the TARDIS.

"Why would I care about that?" Nardole grumbled. He crossed his arms. "I don't care about that. I'd never be jealous about that. I don't need... I could kick your arse, you know. I've got permission."

"Are you coming, Nardole?" the Doctor shouted from within the console room, his voice slightly muffled through the closed doors of the TARDIS.

Nardole continued to glower at nothing for a moment before letting out a deep, frustrated sigh.

"Yes, sir."

He huffed once more and than turned towards the TARDIS. But the moment Nardole reached to open the doors, one of the doors opened and the Doctor poked his head out. His expression was stony.

"I love you too, Nardole."

As soon as he had said it, the Doctor pulled his head back in and shut the door.

Nardole grumbled something unintelligible for a moment, before whispering so low that not even the scanner inside the TARDIS could pick him up one little sentence that he would _definitely_ deny saying if it ever came to that.

"I love you too, sir."

* * *

 **Just a little bit of family fluff this chapter! I know that's mostly what this whole thing is anyways, but I think this chapter was a little fluffier than usual :)**

 **I'm working on the next chapter as we speak, and I can say right now that it's going to be one of the longer chapters and a bit more of a character study/reflection than the others. We'll still have some granddad/ granddaughter bonding time, but it'll be a little bit more focused on Twelve than their relationship. I think (read: hope) you'll still like it though. Some old friends are going to be featured. Some old Victorian friends...**

 **As always, thank you for all your kudos and comments! I have every email notification from AO3 saved in my inbox. Thank you so much for your kind words and reviews! It really spurs me onwards, I promise. Thank you so much!**

 **And since I didn't say it last time... Happy New Year!**


	8. Lunch Delivery

**Okay. I want to say in advance that this was not the chapter I was going to publish next. I still am working on the Twelve-character-reflection chapter I promised. It's just taking a while. Sorry.**

 **But until then, please enjoy this one! And now that my grad school application is done, I (hopefully) will have more time to write!**

 **Thank you all for following this and for your comments and kudos. You're all the best.**

* * *

Missy sat in an armchair inside the Vault, wondering once again if she could translate her latent telepathy into pyrokinesis.

It wasn't working. She'd been focusing hard on the piano for almost an hour and hadn't created so much as a spark.

But just as her mind wandered to what the Doctor had yet remove from the Vault could be used as an accelerant to kickstart the process, there was the sound of whirring and a loud clang behind her as the Vault door opened.

"Finally," she said with a sigh, rolling her eyes as she stood up and stretched. "I've been waiting for ages. Will you _please_ remove the parental controls from Netflix? I am tired of watching nothing but cartoons."

She turned to look at her visitor and found not a grumpy Time Lord or even the Egg, but the Doctor's most recent pet. Bill her name was.

"Oh," Missy said, smirking. "I'm sorry, dear. I was expecting someone else."

"Uh...yeah," Bill said slowly. "The Doctor and Nardole were doing something in the TARDIS when the takeaway guy got there, so he asked me to bring it down."

Then, as if she was offering a sacrifice to some kind of angry god, Bill put the takeaway bags she held on the floor in front of her and backed away towards the door.

"Are you leaving so soon?" Missy asked in mock hurt as Bill backed all the way up to the door. "I thought you and I could chat a little. You know… just us girls."

Missy gave Bill her sauciest wink and was delighted when the young woman's eyes widened in horror.

"Uh, no. Definitely not," Bill said quickly, shaking her head.

"But why not, dear? Not even for five minutes?"

Missy heaved a huge sigh and began pouting. When that didn't seem to work, she heaved another sigh and threw herself dramatically back into the chair.

"No offense," Bill said, still frozen. "But you really scare me."

Missy's pout immediately turned back into a smirk. She shrugged and waved Bill away, flashing her a coquettish grin.

"Oh, stop it dear. You flatter me."

Missy winked again and that was enough to snap Bill out of her trance.

She began feeling around behind her for the latch on the Vault door. When she found it and pulled, Missy sat up, all of her playfulness gone in an instant.

"Okay, I'll stop, I'll stop. I promise," Missy begged. "Please. Just talk to me for five minutes. It's been so long since I had a conversation with someone who wasn't the Doctor or the Egg. _Please_."

Bill froze again, but didn't release the handle.

Maybe it was the fact that she was feeling really nice today or perhaps it was the sincerity in Missy's voice, but something made her reconsider her quick exit.

"Fine," she sighed. "Five minutes."

Missy lit up and jumped from her chair. But before she could take a step forward, Bill raised a finger threateningly.

"But," Bill stated with more confidence than she felt. "You have to go back into that- that cage thing you were in last time. Up there. With the piano."

"It's not a 'cage thing'. It's a containment field," Missy snapped. "And I will not-"

Bill's brow rose, and she pulled on the door again. Missy stopped herself, and rolled her eyes, sighing.

Giving in, she walked up the small platform to the piano and dropped onto the bench. Almost immediately, a force field rose up around it.

"Happy now?"

Bill paused, waiting for the field to suddenly drop and the woman in front of her to lunge for her throat, but it didn't happen. Instead, she exhaled deeply and released the handle. The door shut behind her.

"Well then…" Missy smiled, her voice high and fake. "How was your day, dear?"

"Oh no," Bill said, shaking her head and taking a step forward towards the field. "If we're gonna chat, _I'll_ be the one asking the questions. I'm not telling you _anything_ about myself."

Missy's sly smile faded.

"That's probably smart," she remarked, though any compliment to Bill was lost in the overwhelming tone of defeat. "Fine. Do you want to know how _my_ day was then?"

Bill took another tentative step forward towards the containment field. When it was clear that Missy wasn't going anywhere, she took a seat in the armchair that Missy had vacated earlier.

"Who are you?"

"I'm Missy. Short for 'the Mistress'. As in 'the Doctor's'." Missy flashed Bill a coy smirk, but it only earned her a raised eyebrow in reply. She rolled her eyes and leaned her elbow against the piano. "Fine. That hasn't quite caught on yet, but not for lack of trying."

Bill leaned forward unconsciously as she considered the strange mad woman in front of her.

"You're a Time Lord," Bill stated. "Like he is."

"Time _Lady_ , thank you very much. But yes, that is the standard species identifier," Missy sighed. "Two hearts, three brainstems, thirteen faces."

"Thirteen?" Bill frowned. "Thirteen faces?"

"Yes. Every Time Lord gets thirteen faces. I haven't used all mine yet because frankly, I don't have a death wish," Missy explained. "Unlike some people I know."

"But thirteen of them?"

"Yes. Twelve regenerations, thirteen faces," Missy said, before glancing up at the ceiling and adding "special circumstances notwithstanding."

Bill took a moment to think, looking first at Missy before glancing around the Vault. It was far more spacious than she had originally thought it was, and Bill figured the words "bigger-on-the-inside" had something to do with it.

"What did you do to get put inside a Vault?"

Bill hadn't meant to actually ask it outloud, but it was too late. Luckily, Missy didn't seem to take offense to the question.

"Bad things," she answered, leaning her head in her hand. "I'll spare you the details. I know how you humans _cry_."

"Right," Bill muttered. "And while you're in here, you're supposed to learn how to be good, yeah?"

Missy said nothing, but sniffed derisively, which was enough of an answer.

"Is it working?"

"Well," Missy said, her voice high-pitched and mocking again. "It's been seventy-two years, eight months, twenty-six days, and eleven hours since I killed anyone, so you tell me."

"Not that anyone's counting though, yeah?" Bill asked with her own derisive sniff. "And lemme guess… not for lack of trying either, yeah?"

Missy clicked her tongue, fixing Bill with a look of irritation.

"Is it my fault that the Egg makes it so damn easy?" she hissed.

Bill chuckled and nodded, smirking.

"Okay, I'll give you that one," she admitted. "He _does_ make it easy, doesn't he?"

Missy raised her brow as if to say "well, there you go" and the pair fell into a moment of silence. Bill tapped her fingers on the armrest, thinking.

She had been down here too long, and there was a chance the Doctor was going to start to worry. Better wrap this up.

"Alright. One last question."

"Oh, has it been five minutes already?" Missy said in a rather hurt voice, which Bill honestly couldn't tell was sincere or not.

"The Doctor introduced you as 'the other last of the Time Lords'..." Bill began slowly.

"Yes? And?"

"Well…" Bill considered Missy carefully. "Why?" Why are you two the last of the Time Lords?"

"Because there are no other Time Lords left. Think it through," Missy stated, rolling her eyes yet again. "And here I was thinking you were a bit clever."

"No, I mean," Bill said, ignoring Missy's rude quip. "Why are there only two of you? What happened to the Time Lords?"

The way Bill looked at her, Missy couldn't help but smirk.

Oh, Theta could certainly hold an audience, maybe even deliver a monologue, but he was notoriously terrible at educating his pets on important matters.

"A long time ago, there was a war," Missy began. "A war that threatened the whole of reality between our people and the Daleks. It was called the Time War and the larger it grew, the more star systems it burned and the more it threatened to tear the entire Universe asunder. Eventually, it became clear that neither side was going to give in, so the only thing that could be done to save the Universe was to kill all the Daleks and all the Time Lords."

"But… But that's…"

The word was right there, but Bill struggled to get herself to say it.

"Take your time, dear," Missy encouraged.

The calmness of her voice made the words taste that much worse.

"That's… genocide," Bill choked out.

It was only then that it hit her why Missy could be so calm about it, why it didn't even seem to phase her.

"Oh… my… God," Bill said in a low, shaky voice. "That's… that's why you're in here, isn't it? You- you killed your own people."

Missy's nostrils flared and her eyes flashed dangerously.

" _I didn't say it was me_ ," she hissed. But then she relaxed and straightened up. When she continued, her voice was slower, more measured. "I didn't say it was me."

Bill felt a sliver of ice drop into her stomach.

"But that means…" she said, her breathing growing more and more rapid. "That's means… if you didn't…"

Her heart was now pounding so loudly that even if she could get words out, she wouldn't have been able to hear them.

"If you want to know what happened to the Time Lords, dearie," Missy said cooly. "Then go ask the Time Lord upstairs."

Bill didn't know how long it had taken her to walk from the Vault up to the Doctor's office.

Weeks? Months? Years? She didn't know. All she knew was that every step she took made her legs heavier, like her legs were slowly being filled with lead.

"Ah, Bill," the Doctor greeted from his seat behind his desk. "You're in one piece. That's good."

"Was… was that not expected?" she asked slowly, closing the door behind her and leaning back against it.

The Doctor's mouth worked wordlessly for a moment before he just shrugged and waved her away. But when she didn't chuckle or even react at all, he sat up.

"What's wrong?" The Doctor jumped up from his chair and circled the desk. "Did Missy do something? Did she say something to you?"

Bill wanted to tell him everything Missy had just told her, but she just knew that Nardole was listening from just inside the TARDIS.

"Yeah," she breathed. "She said… some things."

"I knew it," the Doctor muttered darkly. He turned his head towards the TARDIS to shout. "Nardole! Go make room to take the piano out of the Vault. I'm putting Missy in timeout."

Nardole stepped out of the TARDIS less than a second after the Doctor shouted, looking utterly dejected at the order. Had Bill been capable of forming full sentences at that moment, she would have shouted at him herself about the consequences of eavesdropping on conversations he wasn't part of.

" _Again_ , sir? But it's so heavy," Nardole whinged.

"And I didn't mechanically augment your muscles for nothing," the Doctor snapped. "Now _go_."

Nardole sighed and turned for the door, mumbling under his breath. Bill managed to step forward to let him out, but the moment he had passed through, her legs forgot how to support her weight and she fell back against it.

"What did she say to you?" the Doctor asked, his voice low and urgent. "Bill, tell me. What did Missy say?"

"She…"

Bill's words caught in her throat. Her chest heaved.

"Tell me," the Doctor asked again. "Please."

"She said that you killed all the Time Lords," Bill croaked.

Saying the words aloud made the dam break. Tears began pouring from her eyes and she was unable to keep herself from sobbing.

It couldn't be. It just _couldn't_ be true. But the way the color drained from the Doctor's face when she said it meant it was. And that only made it worse.

"She… said that?"

"She said there was a war," Bill told him through her tears. "She said there was a war and- and… and that's how it ended. How it _had_ to end. By killing all the Time Lords…. And she said _she_ didn't do it."

The Doctor closed his eyes, breathing deeply.

"Is she lying?" Bill seethed, her jaw clenched despite her continued tears. "Because if she is, I'm gonna kill her."

The Doctor sighed.

"She's not lying."

Bill's chest tightened to the point where she thought she had stopped breathing. When she spoke, it was so low that the Doctor could barely hear her, despite standing right in front of her.

"You… killed... your own… people."

"No. I didn't."

Bill's breathing kicked back into gear as the rush of anger swept over her.

" _SOMEBODY IS LYING TO ME_ ," Bill roared, stepping forward so fiercely that the Doctor recoiled. "You can't both be right. So, which one of you is lying?"

The Doctor raised his hands defensively.

"We… we're both right," he said in a small voice. "Neither of us are lying. We're both telling the truth."

"That's not possible," Bill hissed.

"It is," the Doctor sighed. "Please… why don't you have a seat? I'll make you a cup of-"

" _Explain_ ," Bill commanded. "How could you both be right?"

She lunged forward again as she said this and the Doctor took another step back, right into his desk. He flinched, but didn't take his eyes off of Bill.

"There was a war," he said weakly. "Neither side would stop at nothing. It didn't matter how much they lost or how much collateral damage there was. They wouldn't stop. And if nobody stopped them, then the rest of the Universe would pay the price. Even though it wasn't their war, they'd have to die for it.

"I stayed out of it as long as I could. I believed it wasn't my war either, but I couldn't run from it forever. So, I did what I had to do. To save the Universe."

"So, you killed your own people."

The words were no more than a whisper. Spoken in fear.

"Yes," the Doctor admitted. "Yes, I did. I made the choice to end the Time War and it was a choice I would never wish upon my worst enemy. A choice that I had to live with. That I… have to live with."

"If… if you really did…" Bill's voice faded. She took a deep, shaky breath. "If you did that, then why did you tell me that you didn't kill them."

"Because…" The Doctor gave her a small smile. "I got another chance."

"To- to change it?" Bill asked, her breathing steadying for the first time in the entire conversation. "To save them?"

The Doctor's small widened ever so slightly as Bill relaxed, even just a little.

"I think it was the Universe paying me back," he confessed. "For all the times I saved her. I got to go back to that moment, _the_ Moment as it were, and find another way. All of me, all my faces… we came together and we did it. We figured out a way to save Gallifrey."

"And- and Missy knows that?"

"Oh, yes," the Doctor confirmed, nodding. "Missy knows that. I think she told you otherwise to get a rise out of you."

Coming from him, the thought was reassuring, but she still felt overwhelmed with guilt.

"Yeah," she muttered, squeezing her eyes shut. "I should have known that. I shouldn't have let her- let her get to me. Sorry."

"Don't be. She is a master manipulator. It's on her resumé," the Doctor said. "Trust me, weaker than you have been fooled many a time before."

"Isn't it 'stronger than you'?" Bill asked between taking deep breaths and wiping her eyes. "Like, "stronger than you have been fooled before'?"

The Doctor's brow rose.

"I know what I said, Miss Potts."

Bill gave a watery chuckle and took another deep breath.

"Sorry I yelled at you," she said quietly, looking down at the floor.

To her surprise, the Doctor put his hands on her shoulders. She looked up and found him gazing intensely at her, but not angrily as she expected.

"Listen to me, Bill," he said in a low, sincere voice. "I never wanted you to learn about that. But since you had to, I wouldn't have wanted you to react any other way."

"You - you wouldn't?"

"No," he assured. "Because if you learned that about me and didn't react with abject horror… well, let's just say I would have to reevaluate what we're doing here. Okay?"

Bill nodded. The Doctor squeezed her shoulders warmly and smiled.

"Now," he said in a gentle tone, raising a hand towards the chair in front of his desk. "Will you please sit down and let me get you a cup of tea?"

Bill nodded again and dropped into the chair as the Doctor disappeared into the TARDIS. When he returned a few minutes later, he set two steaming mugs in front of both chairs at the desk. But before he took his own seat, he draped a blanket around her shoulders. Unusual, but certainly not unwelcome.

"Are you sure you're okay?" he asked sincerely as she pulled the blanket tighter around her shoulders and sipped her tea.

"I feel like I should be asking you that question," she replied. "Given that it was you who… well…"

"Ah, don't worry about me," the Doctor said, waving her away.

He leaned back in his chair and folded his hands on his lap. Bill took another sip of her tea.

"So," she began slowly. "Your planet."

"Yes?"

"It's okay?" she asked hesitantly. "Like… the people and all that. The Time Lords… They're okay?"

"Yep."

"Have you been back? Since then, I mean."

"Yes, I have."

"How did they…" Bill paused, searching for the right word. "Take it?"

"They seemed to have mixed feelings," the Doctor said, trying to sift through the gaps in his memory to remember what happened that day on Gallifrey. "Started with them pointing big guns at me and ended with them appointing me Lord President so, ultimately, I think they were grateful."

"Lord President?" Bill chuckled. "Does that mean you're president of _two_ planets then?"

The Doctor stopped, considering her words, and then let out a hearty chuckle of his own.

"I hadn't considered that. But I guess you're right," he said, smiling. "Though by the time I left, I'd stolen another TARDIS and ran off again, so I doubt I'll be invited to any High Council meetings anytime soon. Probably better that way. I doubt my old robes would fit. Hell, I don't even know where my old robes are."

Bill returned his smile and continued to sip at her tea.

The blanket around her shoulders was making her very warm and sleepy. The anger and fear that had washed over her had sapped all her energy. But no matter how a little nap in the TARDIS sounded, she had class soon.

"I should go make sure Nardole's alright," the Doctor sighed. "And have a talk with Missy. This… this isn't okay. She needs something more than just timeout from her piano."

It wasn't meant to be a question or even to open up discussion on the subject, but Bill had an answer regardless. A smirk devious enough to rival Missy's own spread across her face.

"I think I have an idea."

"I told you. It was _accident_ ," Missy moaned as the Doctor dragged Nardole's unconscious body out of the Vault. "He snuck up on me. I acted out of self-defense."

"I won't argue that he probably brought it on himself," the Doctor grumbled as he shut the Vault doors. "But knocking out my assistant is certainly not something a _good_ person would do."

Missy shrugged, lounging on the piano that was definitely still in her possession.

"You're late," she said flatly. "The food's nearly gone cold."

"I had a matter to deal with."

The Doctor dusted off his hands and made his way back towards the containment field. Missy rolled over onto her stomach, watching him as a smirk curled her lips.

"Was it your pet? Did she cry?" she asked, her tone much too cheerful to indicate actual concern. "I know how humans cry."

"I just watched you cry last night."

" _And I told you we were never going to speak of that!_ " Missy hissed.

The Doctor just rolled his eyes.

"Actually…" He pulled out his sonic sunglasses from his inside pocket. "She wanted me to come down and thank you."

The enmity on Missy's face disappeared immediately and was replaced with a look of puzzled surprise.

"She… did?"

"Yeah," the Doctor said. He slid the sunglasses onto his nose. "She wanted to thank you for having her come talk to me. Actually, she was so grateful, she asked I come do something for you."

Missy watched as Doctor circled the containment field around to her television. When she recognized that was his destination, she slid off the piano.

"What are you-"

She didn't have time to complete the sentence before the Doctor raised a finger to the side of his glasses and pressed. They whirred to life for a moment before he slid them off and tucked them back in his pocket. Then he turned back to her, smiling.

"There you go," he said brightly. "Parental controls removed from Netflix."

Missy stared, mouth agape, as he started back towards the doors again.

"You're… serious?"

"Mmhmm," the Doctor said. "Have fun."

"Aren't you staying? For lunch?"

"Sorry, I would," he said, turning to face her and shrugging. "But I have to go revive Nardole since _someone_ was not being very nice."

And with that, he spun on his heel and left. When he did, the force field dropped and she was free to leave her little platform again.

But she didn't.

Not at first, least. She just continued to stand there, frozen in shock, for a few more moments. But eventually her excitement overtook her and she clamored off the platform for the television.

 _Good gods old and new_ , a voice that strangely resembled her blonde Harold Saxon body said somewhere deep in her subconscious. _Is this what we've been reduced to? Getting excited over not having to rewatch_ Paddington _again_?

But Missy ignored it, instead turning the television back on and selecting Netflix.

As the screen came up, she read the words across it under her breath.

 _Parental controls removed. Your Netflix password has been updated._

 _Please enter your new Netflix password._

She stared at them for a moment before her face twisted into a maniacal grin.

"Oh, you clever, clever girl," she chuckled darkly. "I will make you pay for this."

* * *

 **They can't all be _really_ happy, right? Yes? No? Maybe? Well, in my book, you can't have all the happy without the sad. But maybe that's just me.**

 **Part of this series is missing scenes and conversations we never saw on screen. This is a conversation that _sort of_ happened in _Thin Ice_ , but didn't get into specifics. I hope I did Bill justice in this one. She's very much someone who will call Twelve out on any BS or anything that doesn't mesh with how things should be. I think her finding out about the Time War would be one of those times where she wouldn't let him off the hook. Feel free to let me know what you think about this.**

 **Again, thank you all so, so much for reading. I hope to get another chapter ready to go within the next week!**


	9. Halloween

**Hello! Sorry I'm late. The muse called me away to other writing things for a little while. But I've got more stuff planned for this I promise!**

 **This is kind of like the seventh chapter of this story (and is _way_ out of season) but I had fun writing it. And I think you'll enjoy it nonetheless. Thanks for hanging in there!**

* * *

The Doctor was seated behind his desk as normal when Bill entered his office.

"Happy Halloween!" she greeted.

Though the Doctor wasn't one for most Earth holidays, he grinned broadly and popped up out of his chair.

"Happy Halloween," he replied. But as he scanned Bill up and down, his smile faded some. "You're not wearing a costume."

"Yeah, I am," Bill scoffed.

When the Doctor looked her over again, confused, she rolled her eyes.

"Oh, come _on_ ," she chuckled. " _You_ have to get it."

"They just look like clothes," he frowned. "What is it supposed to be?"

"You have to guess. But I'll give you a hint… I'm dressed like an _alien_."

The Doctor raised an eyebrow as he tried to figure out her costume. He circled around her a couple times, muttering under his breath as he went through his mental catalogue of alien species.

"Well, you're wearing clothes, which eliminates all gaseous and non-corporeal species. And most insect species too," the Doctor stated. "But not all. I once met a very large sentient centipede who worked as a haberdasher. He was quite fond of bowler hats."

Bill chuckled as he circled around her once more, clearly stumped.

"They look like Earth clothes. So, an alien in Earth clothes. An alien… in Earth clothes…" he thought aloud to himself. "What kind of alien would wear Earth clothes?"

The Doctor paused, considering for a moment. Then his face lit up.

"You're a Zygon!" he concluded, grinning broadly. "You're a Zygon disguising itself as a human."

It was Bill's turn to raise an eyebrow.

"What the hell is a Zygon?"

The Doctor deflated at the

"Okay, fine," the Doctor huffed. "I give up. What are you supposed to be?"

Bill smiled again.

"Okay," she said, reaching a hand into the pocket of her coat. "One more hint."

She pulled out her black plastic sunglasses and slid them on. With the glasses on, it was as if the layered t-shirts, hoodie, and black coat were thrown into a different light.

The Doctor lit up again, his entire face breaking out into a wide grin.

"You're me!" he said happily. "You're dressed as me."

"Yeah, I am," Bill confirmed, smiling widely as well. "What do you think? I kind of ran out of time to get ready for Halloween this year, so I needed something easy."

"So, you just took my clothes out of the wardrobe?" The Doctor asked, still smiling despite the question being accusatory.

"No, of course not. I bought this all at a charity shoppe for like ten quid. Which is why the coat's just like a sport coat for a really big bloke and not velvet and posh like _some_ people's," Bill replied, holding up an arm to show him. "Bought the boots new though, and honestly? I'm probably going to incorporate them into my actual wardrobe. They're pretty cool."

Bill was sure that the Doctor was going to hold the fact that she had just implied that part of his style was "cool" against her, but he didn't acknowledge it. At least, not beyond a small twitch of his eyebrows.

"But why did you dress as me? Why not something else?"

"Mostly, I wanted to see your reaction when you figured it out. Which was perfect, by the way. Exactly what I was going for," Bill answered. Her brow rose. "So… do you like it?"

The Doctor gave her his most pleased smile, which, of course, made Bill straighten up proudly. Then, his eyes widened as if remembering something and he stepped back.

"What do you think of my costume?"

He indicated to the clothes Bill had only just recognized were not his typical ones. She considered for a moment, her head cocked slightly to one side and her eyes narrowed.

"I don't know. What is it?"

"Oh, come on," he urged. "I guessed yours. Now, you guess mine."

Bill did as he had, circling around him to better observe his clothes: a button up shirt, tweed blazer, and a bowtie.

"Mmmm...You just kind of look like a professor," she concluded with a shrug. "You know, like a proper one."

The Doctor, who had readied himself to reply, stopped to give her a disapproving look in return for the word "proper". He rolled his eyes.

"No. Try again."

Bill sighed and thought harder. Then she lit up.

"Bill Nye the Science Guy!" she said excitedly. "Because of the bowtie."

The Doctor frowned.

"Who?"

"You know, Bill Nye the Science Guy. From that American show in the nineties," Bill explained. "I used to _love_ those. He'd always talk about science stuff and he wore a bowtie, just like that one. Plus, the theme tune has like this chant of just 'Bill, Bill, Bill' over and over again and when I was little, I pretended it was _my_ theme tune."

The Doctor continued to frown.

"I've never heard of it."

"Oh, we _have_ to watch some. You'd probably hate it," Bill said happily. But after a moment, her expression changed back to one of consideration. "Or maybe you'd love it. I honestly don't know."

"Well, anyways," the Doctor said, waving her away and indicating to his outfit again. "You haven't figured it out."

"Mmmm… I don't know," Bill said, shrugging again. "Just tell me."

The Doctor put on his best shit-eating grin.

"I'm _me_ ," he said, clearly utterly delighted with himself. "I'm dressed as _me_."

"Uh… no?" Bill eyed him, confused. " _I'm_ dressed as you. We just established that."

"No, I mean-" The Doctor sighed exasperatedly. "I'm dressed as _me_ , but not _this_ me."

He motioned to his face.

"You know," he continued. "It's _ironic_ , right? I'm dressed _ironically_."

The way he smiled made it clear that he was very proud of… whatever it was he thought he was pulling off.

"You… _want_ to be dressed ironically?" Bill asked slowly.

"Well… yes," he answered, albeit less excited than he was a second ago. "Isn't that what the kids are into these days? Irony?"

Bill stared at him, mouth slightly agape, for a moment before she started laughing. The Doctor's confused expression grew with every peal of laughter.

"What the _hell_ are you on about?" she said between laughs.

"I thought that was a thing!" he said. "You said just yesterday that you were wearing something ironically."

The defensiveness in his voice made Bill laugh that much harder.

"Okay, okay, okay," she said, wiping the tears from her eyes as her laughs died down. "I said it was _unironic._ I wore it _unironically_."

The Doctor scowled.

"I don't understand."

"If you wear something _ironically_ , it means that you don't like it, but you're wearing it. If you wear something _ironically_ , it means that you're not supposed to like it, but you do," she explained. "Like, if something is supposed to be kitschy or weird, but you actually really like it, then you like it unironically.

"So, if you don't like bow tie and the tweed, then you're right; you're wearing it ironically. But usually, people want to wear things _unironically."_

His scowl deepened, earning him a few more chuckles, as he processed what she had said.

"That doesn't make any sense."

"It does to me," she said with a smirk and shrug. "Maybe you're just too old."

She expected him to retaliate with one of his remarks about (his perception of) his age. But instead he just kept scowling as he turned and made his way towards his desk. He was still frowning when he dropped dejectedly into his desk chair.

"See this? _This_ is why I don't engage in the youth culture," he huffed, waving a disproving finger for good measure.

"The 'youth culture'?" Bill asked, doing her level best not to burst out laughing again at the sight of the Doctor acting like a pensioner.

"There's too many words I don't understand," the Doctor said. "Like 'dab' and 'WhatsApp' and 'fam'."

Bill chuckled slightly at what she thought was his joke, but her smile faded at the seriousness of his tone.

"Fam? I call you 'fam'."

"Exactly, and I don't know what it means," the Doctor said quickly. "You say that I am your 'fam'. But what is a 'fam'? What does that mean?"

Bill slowly took a seat at her usual chair in front of his desk, her smile returning ever so slightly.

"Come on. You know... 'Fam'? Short for 'family'," Bill explained. "I call you 'fam', because… well..."

Bill didn't finish the sentence but instead shrugged and inclined her head towards the Doctor, raising her eyebrows to indicate that it should be obvious.

The Doctor blinked. He seemed frozen, just staring at her for a moment.

Bill waited for him to react. Finally, after what seemed like forever of him just sitting there, he inhaled deeply and cleared his throat.

"Yes... Well…," he muttered. "That one can stay."

Bill's smile grew as the Doctor sniffed and wiped at his eye, which he then pretended to pass off as flicking something away. He cleared his throat again and then sat up, trying to return to his previous complaining tone.

"But that's it. The rest of them? Done. Gone. No more," the Doctor decreed. "I particularly don't like the word 'millennial'."

"Trust me," Bill said with a chuckle, "we really don't like it either."

"I think _I_ should be considered a millennial."

Bill blinked for a moment before her eyes narrowed in suspicion.

"Look," she began, shaking her head. "I know there are like a ton of definitions of the word 'millennial', but I assure you, none of them include you."

"They should" the Doctor responded sincerely. "'Millennial' is a description. It should mean 'one who has a millenia'. You know. Like me."

"Doctor, you can't just redefine words you don't like the definition of."

"I can and I will," the Doctor said. He pointed to the bag on Bill's lap. "So, write that down."

For a moment, they both stared at each other, brows raised. Eventually, Bill gave in and rolled her eyes as she pulled out a notebook and pen.

"Is this gonna be our tutoring lesson today? You making up new definitions to things and me writing 'em down?"

The Doctor smiled.

"It wasn't going to be, but it is now."

Bill shook her head again and let out a sigh.

"Okay, fam."

Bill scribbled the new definition down in the notebook. When the Doctor was unusually quiet, she glanced up to find him smiling to himself. A smile of her own spread across her face.

"Oh, that is _adorable_. Are you going to do that every time I say 'fam' now?"

The Doctor's face fell, his smile replaced with his usual furrowed brow.

"Do what?"

"That little smile you just did," Bill pointed out.

"No. Of course not."

"Are you sure, fam?" Bill said, raising an eyebrow. "Come on, fam. It's okay if you do, fam."

The Doctor rolled his eyes.

"Stop."

"Can't, fam."

"This is distinctly not very fam of you," the Doctor said sternly as he pointed an accusatory finger at her.

This only made her laugh harder.

"Oh, that's so cute, fam," Bill said, grinning. "I won't stop until you say it, fam. Come on, fam. I know you can do it, fam."

Bill raised her eyebrows expectantly as he hesitated. He rolled his eyes again, but he knew that she was ready to keep going.

Finally, he sighed.

"Please stop saying fam," he said slowly, "... fam."

He rolled his eyes a third time at her renewed grin and chuckles, but couldn't stop himself from making the same small smile again. Especially not after glancing at the pictures of River and Susan and then back to Bill.

"Oh, Doctor…" Bill shook her head. "I hope you know I'm _never_ gonna let you live this down."

* * *

 **This is loosely based of a Tumblr post from em-and-fandems. Here's the link to view the post (on my Tumblr sorry) :** **post/181885695254/13-knows-fam-which-means-12-did**


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